19-34RESOLUTION NO. 19-34
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CLEARWATER, FLORIDA AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $30,000,000 CITY OF CLEARWATER, FLORIDA NON -AD
VALOREM REVENUE BONDS, SERIES 2020 (IMAGINE CLEARWATER
IMPROVEMENTS) FOR THE PURPOSES OF FINANCING AND/OR
REIMBURSING A PORTION OF THE COSTS OF ACQUISITION,
DESIGN, CONSTRUCTION, RECONSTRUCTION, RENOVATION,
EXPANSION, IMPROVING AND EQUIPPING OF THE IMAGINE
CLEARWATER PROJECT; COVENANTING TO BUDGET AND
APPROPRIATE LEGALLY AVAILABLE NON -AD VALOREM REVENUES
TO PROVIDE FOR THE PAYMENT OF SUCH BONDS; MAKING
CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF
THE HOLDERS OF SUCH BONDS; AUTHORIZING CERTAIN OFFICIALS
AND EMPLOYEES OF THE CITY TO TAKE ALL ACTIONS REQUIRED IN
CONNECTION WITH THE SALE, ISSUANCE AND DELIVERY OF SUCH
BONDS; TAKING CERTAIN OTHER ACTIONS WITH RESPECT TO
SUCH BONDS; PROVIDING FOR SEVERABILITY; PROVIDING FOR
THE VALIDATION OF THE BONDS; PROVIDING FOR CERTAIN OTHER
MATTERS IN CONNECTION THEREWITH; AND PROVIDING FOR AN
EFFECTIVE DATE.
Resolution No. 19-34
TABLE OF CONTENTS
ARTICLE I GENERAL 1
SECTION 1.01. DEFINITIONS. 1
SECTION 1.02. AUTHORITY FOR RESOLUTION. 6
SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. 6
SECTION 1.04. FINDINGS 6
SECTION 1.05. THE PROJECT. 7
ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF
BONDS 7
SECTION 2.01. AUTHORIZATION OF BONDS. 7
SECTION 2.02. DESCRIPTION OF BONDS. 8
SECTION 2.03. APPLICATION OF BOND PROCEEDS. 9
SECTION 2.04. EXECUTION OF BONDS. 9
SECTION 2.05. AUTHENTICATION. 9
SECTION 2.06. TEMPORARY BONDS. 9
SECTION 2.07. BONDS MUTILATED, DESTROYED, STOLEN OR LOST.....10
SECTION 2.08. TRANSFER 10
SECTION 2.09. BOOK ENTRY. 12
SECTION 2.10. FORM OF BONDS. 13
ARTICLE III REDEMPTION OF BONDS 20
SECTION 3.01. PRIVILEGE OF REDEMPTION. 20
SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED. 20
SECTION 3.03. NOTICE OF REDEMPTION 20
SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. 21
SECTION 3.05. PAYMENT OF REDEEMED BONDS 21
ARTICLE IV SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF 22
SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. 22
SECTION 4.02. BONDS SECURED BY PLEDGE OF PLEDGED FUNDS 22
SECTION 4.03. CONSTRUCTION FUND 24
SECTION 4.04. FUNDS AND ACCOUNTS. 24
SECTION 4.05. FLOW OF FUNDS 24
SECTION 4.06. INVESTMENTS. 25
SECTION 4.07. SEPARATE ACCOUNTS 25
ARTICLE V OTHER OBLIGATIONS AND COVENANTS OF ISSUER 26
SECTION 5.01. TAX COVENANTS. 26
Resolution No. 19-34
SECTION 5.02. BOOKS AND RECORDS 26
SECTION 5.03. ANNUAL AUDIT. 26
SECTION 5.04. NO IMPAIRMENT 27
ARTICLE VI DEFAULTS AND REMEDIES 27
SECTION 6.01. EVENTS OF DEFAULT 27
SECTION 6.02. REMEDIES. 27
SECTION 6.03. DIRECTIONS TO PAYING AGENT AS TO REMEDIAL
PROCEEDINGS 28
SECTION 6.04. REMEDIES CUMULATIVE. 28
SECTION 6.05. WAIVER OF DEFAULT. 28
SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT 29
ARTICLE VII SUPPLEMENTAL RESOLUTIONS 30
SECTION 7.01. SUPPLEMENTAL RESOLUTIONS WITHOUT
BONDHOLDERS' CONSENT. 30
SECTION 7.02. SUPPLEMENTAL RESOLUTIONS WITH
BONDHOLDERS' CONSENT. 30
ARTICLE VIII MISCELLANEOUS
SECTION 8.01. DEFEASANCE
SECTION 8.02.
SECTION 8.03.
SECTION 8.04.
SECTION 8.05.
SECTION 8.06.
SECTION 8.07.
SECTION 8.08.
SECTION 8.09.
GENERAL AUTHORITY.
INTERESTED PARTIES
NO PERSONAL LIABILITY.
SEVERABILITY OF INVALID PROVISIONS.
REPEAL OF INCONSISTENT RESOLUTIONS.
DECLARATION OF OFFICIAL INTENT.
VALIDATION AUTHORIZED
EFFECTIVE DATE.
LIST OF EXHIBITS
EXHIBIT A - DESCRIPTION OF IMAGINE CLEARWATER PROJECT
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Resolution No. 19-34
BE IT RESOLVED BY THE CITY COUNCIL OF CITY OF CLEARWATER,
FLORIDA, as follows:
ARTICLE I
GENERAL
SECTION 1.01. DEFINITIONS. When used in this Resolution, the following
terms shall have the following meanings, unless the context clearly otherwise requires:
"Act" shall mean the Constitution of the State of Florida, Chapter 166, Florida
Statutes, the municipal charter of the Issuer, and other applicable provisions of law.
"Amortization Installment" shall mean an amount designated as such by the Issuer
pursuant to the terms of Section 2.02 hereof and established with respect to any Term
Bonds.
"Annual Debt Service" shall mean, with respect to any Bond Year, the aggregate
amount of (1) all interest required to be paid on the Outstanding Bonds during such Bond
Year, except to the extent that such interest is to be paid from deposits in the Construction
Fund or the Interest Account made from Bond proceeds, (2) all principal of Outstanding
Serial Bonds maturing in such Bond Year, and (3) all Amortization Installments
designated as provided herein with respect to such Bond Year.
"Blanket Letter" shall mean the Blanket Issuer Letter of Representation delivered
by the Issuer on June 27, 1996, and received and accepted by The Depository Trust
Company ("DTC") in order to induce DTC to act as securities depository for the Bonds.
"Bond Amortization Account" shall mean the separate account in the Debt Service
Fund established pursuant to Section 4.04 hereof.
"Bond Counsel" shall mean Bryant Miller Olive P.A., or any attorney at law or firm
of attorneys duly admitted to practice law before the highest court of any state of the
United States of America subsequently designated by the Issuer.
"Bond Year" shall mean the period commencing on October 1 of each year and
continuing through the next succeeding September 30, unless otherwise provided by
Supplemental Resolution.
"Bondholder" or "Holder" or "holder" or any similar term, when used with reference
to a Bond or Bonds, shall mean any person who shall be the registered owner of any
Outstanding Bond or Bonds, as provided in the registration books of the Issuer.
"Bonds" shall mean the Series 2020 Bonds.
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"City Attorney" shall mean the City Attorney of the Issuer, or any assistant or deputy
City Attorney.
"City Clerk" shall mean the City Clerk of the Issuer, or any assistant or deputy City
Clerk of the Issuer.
"City Council" shall mean the City Council of the Issuer.
"City Manager" shall mean the City Manager of the Issuer, or in his absence, any
assistant or deputy City Manager of the Issuer, or such other person as may be duly
authorized by the Issuer to act on his or her behalf.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and any
Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or
applicable thereto.
"Construction Fund" shall mean the Construction Fund established pursuant to
Section 4.03 hereof.
"Costs" when used in connection with the Project shall mean (i) all direct costs of
such Project items described in the plans and specifications for such Project including
without limitation the cost of physical construction and including machinery or equipment
required by the Issuer to commence operation of the Project; (ii) all costs of planning,
designing, acquiring, constructing, financing and placing such Project in operation,
including costs incurred by the Issuer prior to the issuance of the Bonds to finance the
costs of such Project; (iii) all costs of issuance of the Bonds, including, without limitation,
the fees and costs of municipal bond insurance, Bond Counsel, City Attorney, placement
agent or underwriter and placement agent's or underwriter's counsel, special counsel and
financial advisors, printing costs, rating agency fees, initial acceptance fees of paying
agents, registrars, trustees, depositaries and all fees and costs of financial institutions
providing special credit facilities with respect to of the Bonds; (iv) the cost of acquisition,
by purchase or condemnation, of any lands, structures, improvements, rights-of-way,
franchises, easements or interests therein and all of the properties, tangible or intangible,
deemed necessary or convenient for the maintenance and operation of such Project; (v)
all engineering, legal and financial costs and expenses, including legal and consultant's
fees and expenses and other costs of negotiating license, use, facilities renovation and/or
similar agreements relating to the Project or the Bonds, and including costs incurred by
the Issuer prior to the issuance of the Bonds to finance such Project; (vi) all expenses for
estimates of costs and of revenues; (vii) costs of obtaining governmental and regulatory
permits, licenses and approvals; (viii) all fees of special advisors and consultants
associated with one or more aspects of such Project; (ix) all amounts required to be paid
by this Resolution into the Debt Service Fund upon the issuance of the Bonds; (x) interest
on the Bonds prior to and during construction of such Project for which such Bonds were
issued, and for such additional periods as the Issuer may reasonably determine to be
necessary; (xi) the reimbursement to the Issuer of all such eligible costs of the Project
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that have been advanced by the Issuer from its available funds or on behalf of the Issuer
before the delivery of the Bonds issued to finance such costs; (xii) the principal, interest,
premium, if any, and costs related thereto, payable with respect to any note or other
obligation issued by the Issuer to pay any part of the cost of the Project enumerated in
this definition; and (xiii) such other costs and expenses which shall be necessary or
incidental to the financing herein authorized and placing the Project into operation.
"Debt Service Fund" shall mean the Debt Service Fund established pursuant to
Section 4.04 hereof.
"Defeasance Securities" shall mean:
(1) Cash;
(2) U.S. Treasury Certificates, Notes and Bonds (including State and Local
Government Series — "SLGs");
(3) Direct obligations of the Treasury which have been stripped by the Treasury
itself, CATS, TIGRS and similar securities;
(4) The interest component of Resolution Funding Corp. ("REFCORP") strips
which have been stripped by request to the Federal Reserve Bank of New York in book
entry form are acceptable;
(5) Pre -refunded municipal bonds rated "Aaa" by Moody's and "AAA" by S&P.
If however, the issue is only rated by S&P (i.e., there is no Moody's rating), then the pre -
refunded bonds must have been pre -refunded with cash, direct U.S. or U.S. guaranteed
obligations, or AAA rate pre -refunded municipals to satisfy this condition.
(6) Obligations issued by the following agencies which are backed by the full
faith and credit of the U.S.
a. U.S. Export -Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial
ownership
b. Farmers Home Administration (FmHA)
Certificates of beneficial ownership
c. Federal Financing Bank
d. General Services Administration
Participation certificates
e. U.S. Maritime Administration
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Guaranteed Title XI financing
f. U.S. Department of Housing and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures — U.S. government guaranteed
debentures
U.S. Public Housing Notes and Bonds — U.S. government
guaranteed public housing notes and bonds
"Finance Director" shall mean the Finance Director of the Issuer, or in his absence,
any acting, interim, assistant or deputy Finance Director of the Issuer.
"Financial Advisor" shall mean Hilltop Securities Inc. or any other financial advisor
appointed from time to time by the Issuer.
"Fiscal Year" shall mean the period commencing on October 1 of each year and
continuing through the next succeeding September 30, or such other period as may be
prescribed by law.
"Governmental Fund Revenues" shall mean total revenues of the Issuer derived
from any source whatsoever and that are allocated and accounted for in the
"governmental funds" as shown in the annual audited financial statements of the Issuer
for the applicable Fiscal Year.
"Interest Account" shall mean the separate account in the Debt Service Fund
established pursuant to Section 4.04 hereof.
"Interest Date" shall be such date or dates for the payment of interest on the Bonds
as shall be provided for herein.
"Issuer" shall mean the City of Clearwater, Florida, a municipal corporation of the
State of Florida.
"Maximum Annual Debt Service" shall mean the maximum Annual Debt Service to
come due during any Bond Year of the Issuer on the Outstanding Bonds, excluding all
Bond Years which shall have ended prior to the Bond Year in which Maximum Annual
Debt Service shall be computed.
"Mayor" shall mean the Mayor, or in his absence, the Vice Mayor of the Issuer.
"Non -Ad Valorem Revenues" shall mean all Governmental Funds Revenues, other
than revenues generated from ad valorem taxation on real or personal property, which
are legally available to make the payments required herein.
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"Outstanding" when used with reference to Bonds and as of any particular date,
shall describe all Bonds theretofore and thereupon being authenticated and delivered
except, (1) any Bond in lieu of which another Bond or other Bonds have been issued
under an agreement to replace lost, mutilated or destroyed Bonds, (2) any Bond
surrendered by the Holder thereof in exchange for another Bond or other Bonds under
Sections 2.06 and 2.08 hereof, (3) Bonds canceled after purchase in the open market or
because of payment at or redemption prior to maturity, and (4) Bonds deemed paid in
accordance with Section 8.01 hereof.
"Paying Agent" shall mean the paying agent for Bonds appointed by or pursuant
to a Supplemental Resolution adopted by the Issuer prior to the sale of the Bonds.
"Permitted Investments" shall mean any investments authorized pursuant to the
written investment policy of the Issuer and the laws of the State.
"Person" shall mean an individual, a corporation, a partnership, an association, a
joint stock company, a trust, any unincorporated organization or governmental entity.
"Pledged Funds" shall mean (1) Non -Ad Valorem Revenues budgeted and
appropriated by the Issuer in accordance with Section 4.02 hereof and deposited into the
Debt Service Fund, and (2) until applied in accordance with the provisions of this
Resolution, all moneys, including the investments thereof, in the funds and accounts
established hereunder in the manner and to the extent described herein.
"Principal Account" shall mean the separate account in the Debt Service Fund
established pursuant to Section 4.04 hereof.
"Project" shall mean the Imagine Clearwater Project described on Exhibit "A"
attached hereto.
"Purchase Contract" shall mean the Bond Purchase Agreement, the form of which
is to be approved by the Issuer in a Supplemental Resolution adopted prior to the sale of
the Bonds.
"Redemption Price" shall mean, with respect to any Bond or portion thereof, the
principal amount or portion thereof, plus the applicable premium, if any, payable upon
redemption thereof pursuant to such Bond or this Resolution.
"Registrar" shall mean the registrar for the Bonds appointed by or pursuant to a
Supplemental Resolution adopted by the Issuer prior to the sale of the Bonds.
"Resolution" shall mean this Resolution, as the same may from time to time be
amended, modified or supplemented by Supplemental Resolution.
"Serial Bonds" shall mean all of the Bonds other than the Term Bonds.
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"Series 2020 Bonds" shall mean the City of Clearwater, Florida Non -Ad Valorem
Revenue Bonds, Series 2020 (Imagine Clearwater Improvements).
"State" shall mean the State of Florida.
"Supplemental Resolution" shall mean any resolution of the Issuer amending or
supplementing this Resolution adopted and becoming effective in accordance with the
terms of Sections 7.01 and 7.02 hereof.
"Term Bonds" shall mean those Bonds which shall be designated as Term Bonds
hereby and which are subject to mandatory redemption by Amortization Installments.
"Underwriter" shall mean the firm or firms of underwriters selected by the Issuer to
underwrite the Bonds as set forth in a Supplemental Resolution adopted prior to the sale
of the Bonds.
The terms "herein," "hereunder," "hereby," "hereto," "hereof" and any similar terms,
shall refer to this Resolution; the term heretofore shall mean before the date of adoption
of this Resolution; and the term "hereafter" shall mean after the date of adoption of this
Resolution.
Words importing the masculine gender include every other gender.
Words importing the singular number include the plural number, and vice versa.
SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution is
adopted pursuant to the provisions of the Act.
SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the purchase and acceptance of any or all of the Bonds by those who
shall hold the same from time to time, the provisions of this Resolution shall be a part of
the contract of the Issuer with the Holders of the Bonds and shall be deemed to be and
shall constitute a contract between the Issuer and the Holders from time to time of the
Bonds. The pledge made in this Resolution and the provisions, covenants and
agreements herein set forth to be performed by or on behalf of the Issuer shall be for the
equal benefit, protection and security of the Holders of any and all of said Bonds. All of
the Bonds, regardless of the time or times of their issuance or maturity, shall be of equal
rank without preference, priority or distinction of any of the Bonds over any other thereof
except as expressly provided in or pursuant to this Resolution.
SECTION 1.04. FINDINGS. It is hereby ascertained, determined and
declared:
(1) That the Issuer deems it necessary, desirable and in the best interests of
the Issuer and its citizens and to serve a paramount public purpose that the Project be
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completed.
(2) That the Project shall be financed and/or reimbursed with the proceeds of
the Series 2020 Bonds, together with the proceeds of other indebtedness of the Issuer
and certain other legally available funds of the Issuer.
(3) That in order to preserve and promote the gainful employment and tourism
and to enhance the economic prosperity and public welfare of the inhabitants of the
Issuer, it is necessary and desirable that the Project be completed.
(4) That the estimated Non -Ad Valorem Revenues, after satisfying funding
requirements for obligations having an express lien on or pledge thereof and after
satisfying any funding requirements for essential governmental services of the Issuer
which are not funded by ad valorem taxation, will be sufficient to pay the principal of and
interest on the Bonds, as the same become due, and to make all other payments provided
for in this Resolution.
(5) That the principal of and interest on the Bonds and all other payments
provided for in this Resolution will be paid solely from the Pledged Funds; and the ad
valorem taxing power of the Issuer will never be necessary to pay the principal of and
interest on the Bonds and, except as otherwise provided herein, the Bonds shall not
constitute a lien upon any property of the Issuer.
(6) That the Issuer intends on adopting a Supplemental Resolution to provide
for the manner of sale and terms of the Bonds, including the approval of the Purchase
Contract, the designation of the Underwriter and the distribution of an offering document
in connection with the sale of the Bonds by the Underwriter, and the designation of the
Paying Agent and Registrar, after it has completed the validation of the Bonds authorized
in Section 8.08 hereof.
SECTION 1.05. THE PROJECT. The Issuer does hereby ratify prior
authorization of the Project.
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION
AND REGISTRATION OF BONDS
SECTION 2.01. AUTHORIZATION OF BONDS. This Resolution authorizes
the issuance of the Series 2020 Bonds of the Issuer to be designated as "City of
Clearwater, Florida Non -Ad Valorem Revenue Bonds, Series 2020 (Imagine Clearwater
Improvements)" in an aggregate principal amount of not to exceed $[30,000,000] for the
purpose of financing and/or reimbursing a portion of the Costs of the Project, including
paying certain costs of issuance incurred with respect thereto and any capitalized interest
related thereto; provided the Issuer may change such Series designation in the event that
the Series 2020 Bonds are not issued in calendar year 2020, and
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The Bonds may, if and when authorized by the Issuer pursuant to this Resolution
and a Supplemental Resolution, be issued with such further appropriate particular
designations added to or incorporated in such title for the Bonds as the Issuer may
determine.
The Bonds shall bear interest at such rate or rates not exceeding the maximum
rate permitted by law; and shall be payable in lawful money of the United States of
America on such dates; all as determined hereunder.
The Bonds shall be issued in denominations of $5,000 or integral multiples thereof,
in such form, whether coupon or registered; shall be dated such date; shall bear such
numbers; shall be payable at such place or places; shall contain such redemption
provisions; shall have such Paying Agent and Registrar; and shall mature in such years
and amounts; all as determined hereunder.
The Bonds shall be issued under and secured by this Resolution and shall be
executed and delivered in the manner as set forth in this Resolution and a Supplemental
Resolution.
SECTION 2.02. DESCRIPTION OF BONDS. (1) The Bonds shall be issued
as fully registered Bonds; shall be numbered consecutively from one upward in order of
maturity preceded by the letter "R"; shall bear interest at a rate or rates not exceeding the
maximum rate allowed by Florida law, payable in such manner and on such dates; shall
consist of such amounts of Serial Bonds and Term Bonds; maturing in such amounts or
Amortization Installments and in such years; shall be payable in such place or places;
shall have such Paying Agent and Registrar; and shall contain such redemption
provisions; all as hereinafter described.
(2) The principal of or Redemption Price, if applicable, on the Bonds are
payable upon presentation and surrender of the Bonds at the designated office of the
Paying Agent. Interest payable on any such Bond on any Interest Date will be paid by
check or draft of the Paying Agent to the Holder in whose name such Bond shall be
registered at the close of business on the date which shall be the fifteenth day (whether
or not a business day) of the calendar month next preceding such Interest Date, or, unless
otherwise provided by Supplemental Resolution, at the option of the Paying Agent, and
at the request and expense of such Holder, by bank wire transfer for the account of such
Holder. In the event the interest payable on any such Bond is not punctually paid or duly
provided for by the Issuer on such Interest Date, such defaulted interest will be paid to
the Holder in whose name such Bond shall be registered at the close of business on a
special record date for the payment of such defaulted interest as established by notice to
such Holder, not less than ten days preceding such special record date. All payments of
principal of or Redemption Price, if applicable, and interest on the Bonds 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 and private debts.
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SECTION 2.03. APPLICATION OF BOND PROCEEDS. Except as otherwise
provided by Supplemental Resolution, the proceeds derived from the sale of the Series
2020 Bonds, including accrued interest, if any, and premium, if any, together with legally
available funds of the Issuer, if any, shall, simultaneously with the delivery of the Series
2020 Bonds to the purchaser or purchasers thereof, be applied by the Issuer as follows:
(1) Accrued interest, if any, shall be deposited in the Interest Account and shall
be used only for the purpose of paying the interest which shall thereafter become due on
the Series 2020 Bonds.
(2) The balance of the proceeds of the Series 2020 Bonds shall be deposited
in the Construction Fund to be used to pay a portion of the Costs of the Project, including
but not limited to the costs of issuance of the Series 2020 Bonds and any capitalized
interest related thereto.
SECTION 2.04. EXECUTION OF BONDS. The Bonds shall be signed by, or
bear the facsimile signature of the Mayor, the City Manager, and the City Clerk upon the
approval of the City Attorney, and the official seal of the Issuer shall be imprinted on each
Bond. In case any one or more of the officers who shall have signed or sealed any of the
Bonds or whose facsimile signature shall appear thereon shall cease to be such officer
of the Issuer before the Bonds so signed and sealed have been actually sold and
delivered, such Bonds may nevertheless be sold and delivered as herein provided and
may be issued as if the person who signed or sealed such Bonds had not ceased to hold
such office. Any Bond may be signed and sealed on behalf of the Issuer by such person
who at the actual time of the execution of such Bond shall hold the proper office of the
Issuer, although, at the date of such Bond, such person may not have held such office or
may not have been so authorized. The Issuer may adopt and use for such purposes the
facsimile signatures of any such persons who shall have held such offices at any time
after the date of the adoption of this Resolution, notwithstanding that either or both shall
have ceased to hold such office at the time the Bonds shall be actually sold and delivered.
SECTION 2.05. AUTHENTICATION. No Bond shall be secured hereunder or
be entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there
shall be manually endorsed on such Bond a certificate of authentication by the Registrar
or such other entity as may be approved by the Issuer for such purpose. Such certificate
on any Bond shall be conclusive evidence that such Bond has been duly authenticated
and delivered under this Resolution. The form of such certificate shall be substantially in
the form provided in Section 2.11 hereof.
SECTION 2.06. TEMPORARY BONDS. Until the definitive Bonds are
prepared, the Issuer may execute, in the same manner as is provided in Section 2.04
hereof, and deliver, upon authentication by the Registrar pursuant to Section 2.05 hereof,
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in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions
as the definitive Bonds, except as to the denominations thereof, one or more temporary
Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary
Bond or Bonds are issued, in denominations authorized by the Issuer by Supplemental
Resolution, and with such omissions, insertions and variations as may be appropriate to
temporary Bonds. The Issuer, at its own expense, shall prepare and execute definitive
Bonds, which shall be authenticated by the Registrar. Upon the surrender of such
temporary Bonds for exchange, the Registrar, without charge to the Holder thereof, shall
deliver in exchange therefor definitive Bonds, of the same aggregate principal amount
and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary
Bonds shall in all respects be entitled to the same benefits and security as definitive
Bonds issued pursuant to this Resolution. All temporary Bonds surrendered in exchange
for another temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith
canceled by the Registrar.
SECTION 2.07. 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, and the Registrar shall authenticate, a new Bond 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 substitution for the Bond destroyed, stolen or lost, and upon the Holderfumishing the
Issuer and the Registrar proof of such Holder's ownership thereof and satisfactory
indemnity and complying with such other reasonable regulations and conditions as the
Issuer or the Registrar may prescribe and paying such expenses as the Issuer and the
Registrar may incur. All Bonds so surrendered or otherwise substituted shall be canceled
by the Registrar. 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 or cause the Bond to be paid,
upon being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed,
without surrender thereof.
Any such duplicate Bonds issued pursuant to this Section 2.07 shall constitute
original, additional contractual obligations on the part of the Issuer whether or not the lost,
stolen or destroyed Bond be at any time found by anyone, and such duplicate Bond shall
be entitled to equal and proportionate benefits and rights as to lien on the Pledged Funds
to the same extent as all other Bonds issued hereunder.
SECTION 2.08. TRANSFER. Bonds, upon surrender thereof at the office of
the Registrar with a written instrument of transfer satisfactory to the Registrar, duly
executed by the Holder thereof or such Holder's attorney duly authorized in writing, may,
at the option of the Holder thereof, be exchanged for an equal aggregate principal amount
of registered Bonds of the same maturity of any other authorized denominations.
The Bonds issued under this Resolution shall be and have all the qualities and
incidents of negotiable instruments under the commercial laws and the Uniform
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Commercial Code of the State, subject to the provisions for registration and transfer
contained in this Resolution and in the Bonds. So long as any of the Bonds shall remain
Outstanding, the Issuer shall maintain and keep, at the office of the Registrar, books for
the registration and transfer of the Bonds.
Each Bond shall be transferable only upon the books of the Issuer, at the office of
the Registrar, under such reasonable regulations as the Issuer may prescribe, by the
Holder thereof in person or by such Holder's attomey duly authorized in writing upon
surrender thereof together with a written instrument of transfer satisfactory to the
Registrar duly executed and guaranteed by the Holder or such Holder's duly authorized
attorney. Upon the transfer of any such Bond, the Issuer shall issue, and cause to be
authenticated, in the name of the transferee a new Bond or Bonds of the same aggregate
principal amount and Series and maturity as the surrendered Bond. The Issuer, the
Registrar and any Paying Agent or fiduciary of the Issuer may deem and treat the Person
in whose name any Outstanding Bond shall be registered upon the books of the Issuer
as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the
purpose of receiving payment of, or on account of, the principal or Redemption Price, if
applicable, and interest on such Bond and for all other purposes, and all such payments
so made to any such Holder or upon such Holder's order shall be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of the sum or sums so
paid and neither the Issuer nor the Registrar nor any Paying Agent or other fiduciary of
the Issuer shall be affected by any notice to the contrary.
The Registrar, in any case where it is not also the Paying Agent in respect to the
Bonds, forthwith (A) following the fifteenth day prior to an Interest Date; (B) following the
fifteenth day next preceding the date of first mailing of notice of redemption of any Bonds;
and (C) at any other time as reasonably requested by the Paying Agent, shall certify and
fumish to such Paying Agent the names, addresses and holdings of Bondholders and any
other relevant information reflected in the registration books. Any Paying Agent of any
fully registered Bond shall effect payment of interest on such Bonds by mailing a check
or draft to the Holder entitled thereto or may, in lieu thereof, upon the request and at the
expense of such Holder, transmit such payment by bank wire transfer for the account of
such Holder.
In all cases in which the privilege of exchanging Bonds or transferring Bonds is
exercised, the Issuer shall execute and the Registrar shall authenticate and deliver such
Bonds in accordance with the provisions of this Resolution. Execution of Bonds in the
same manner as is provided in Section 2.04 hereof for purposes of exchanging, replacing
or transferring Bonds may occur at the time of the original delivery of the Bonds. All
Bonds surrendered in any such exchanges or transfers shall be held by the Registrar in
safekeeping until directed by the Issuer to be canceled by the Registrar. For every such
exchange or transfer of Bonds, the Issuer or the Registrar may make a charge sufficient
to reimburse it for any tax, fee, expense or other governmental charge required to be paid
with respect to such exchange or transfer. The Issuer and the Registrar shall not be
Resolution No. 19-34
11
obligated to make any such exchange or transfer of Bonds during the fifteen days next
preceding an Interest Date on the Bonds, or, in the case of any proposed redemption of
Bonds, then during the fifteen days next preceding the date of the first mailing of notice
of such redemption and continuing until such redemption date.
SECTION 2.09. BOOK ENTRY. The Blanket Letter was entered into by the
Issuer with The Depository Trust Company ("DTC"). It is intended that the Bonds be
registered so as to participate in a global book -entry system with DTC as set forth herein
and in such Blanket Letter. The terms and conditions of such Blanket Letter shall govern
the registration of the Bonds. The Bonds shall be initially issued in the form of a single fully
registered Bond for each maturity. Upon initial issuance, the ownership of such Bonds shall
be registered by the Registrar in the name of Cede & Co. (DTC's partnership nominee) or
such other name as may be requested by an authorized representative of DTC. So long as
any Bond is registered in the name of DTC (or its nominee), the Issuer, the Registrar and
the Paying Agent may treat DTC (or its nominee) as the sole and exclusive holder of such
Bonds registered in its name, and all payments with respect to the principal or redemption
price of, if any, and interest on such Bond ("Payments") and all notices with respect to such
Bond ("Notices") shall be made or given, as the case may be, to DTC. Transfers of
Payments and delivery of Notices to DTC Participants shall be the responsibility of DTC and
not of the Issuer, subject to any statutory and regulatory requirements as may be in effect
from time to time. Transfers of Payments and delivery of Notices to beneficial holders of the
Bonds by DTC Participants shall be the responsibility of such participants, indirect
participants and other nominees of such beneficial holders and not of the Issuer, subject to
any statutory and regulatory requirements as may be in effect from time to time.
Upon (I) (a) receipt by the Issuer of written notice from DTC (i) to the effect that a
continuation of the requirement that all of the Outstanding Bonds be registered in the
registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is
not in the best interest of the beneficial holders of the Bonds or (ii) to the effect that DTC is
unable or unwilling to discharge its responsibilities and no substitute depository willing to
undertake the functions of DTC hereunder can be found which is willing and able to
undertake such functions upon reasonable and customary terms, (b) termination, for any
reason, of the agreement among the Issuer, the Registrar and Paying Agent and DTC
evidenced by the Blanket Letter, or (c) determination by the Issuer that such book -entry only
system should be discontinued by the Issuer, and (II) compliance with the requirements of
any agreement between the Issuer and DTC with respect thereto, the Bonds shall no longer
be restricted to being registered in the registration books kept by the Registrar in the name
of Cede & Co., as nominee of DTC, but may be registered in whatever name or names
Holders shall designate, in accordance with the provisions hereof. In such event, the Issuer
shall issue and the Registrar shall authenticate, transfer and exchange Bonds consistent
with the terms hereof, in denominations of $5,000 or any integral multiple thereof to the
Holders thereof. The foregoing notwithstanding, until such time as participation in the book -
entry only system is discontinued, the provisions set forth in the Blanket Letter shall apply
Resolution No. 19-34
12
to the registration and transfer of the Bonds and to Payments and Notices with respect
thereto.
SECTION 2.10. FORM OF BONDS. The text of the Bonds shall be in
substantially the following form with such omissions, insertions and variations as may be
necessary and/or desirable and approved by the Mayor prior to the issuance thereof
(which necessity and/or desirability and approval shall be presumed by the Issuer's
delivery of the Bonds to the purchaser or purchasers thereof):
[Remainder of page intentionally left blank]
Resolution No. 19-34
13
No. R -
CITY OF CLEARWATER, FLORIDA
NON -AD VALOREM [REFUNDING] REVENUE BOND,
SERIES 2020 (IMAGINE CLEARWATER IMPROVEMENTS)
Date of Original
Interest Rate Maturity Date Issue
Registered Holder:
Principal Amount:
, , 2020
CUSIP
KNOW ALL MEN BY THESE PRESENTS, that the City of Clearwater, Florida, a
municipality created and existing under and by virtue of the laws of the State of Florida
(the "Issuer"), for value received, hereby promises to pay, solely from the Pledged Funds
hereinafter described, to the Registered Holder identified above, or registered assigns as
hereinafter provided, on the Maturity Date identified above, the Principal Amount
identified above and interest on such Principal Amount from the Date of Original Issue
identified above or from the most recent interest payment date to which interest has been
paid at the Interest Rate per annum identified above on 1 and
1 of each year commencing 1, until such Principal
Amount shall have been paid, except as the provisions hereinafter set forth with respect
to redemption prior to maturity may be or become applicable hereto. Interest on this Bond
will be computed on the basis of a 360 -day year consisting of twelve 30 -day months.
Such Principal Amount and interest and the redemption premium, if any, on this
Bond are payable in any coin or currency of the United States of America which, on the
respective dates of payment thereof, shall be legal tender for the payment of public and
private debts. Such Principal Amount and the redemption premium, if any, on this Bond,
are payable, upon presentation and surrender hereof, at the designated corporate trust
office of , , , as Paying Agent. Payment
of each installment of interest shall be made to the person in whose name this Bond shall
be registered on the registration books of the Issuer maintained by ,
, as Registrar, at the close of business on the date
which shall be the fifteenth day (whether or not a business day) of the calendar month
next preceding each interest payment date and shall be paid by a check or draft of such
Paying Agent mailed to such Registered Holder at the address appearing on such
registration books or, at the option of such Paying Agent, and at the request and expense
of such Registered Holder, by bank wire transfer for the account of such Holder. In the
Resolution No. 19-34
14
%
event interest payable on this Bond is not punctually paid or duly provided for by the
Issuer on such interest payment date, payment of each installment of such defaulted
interest shall be made to the person in whose name this Bond shall be registered at the
close of business on a special record date for the payment of such defaulted interest as
established by notice to such Registered Holder, not less than ten (10) days preceding
such special record date.
This Bond is one of an authorized issue of Bonds in the aggregate principal amount
of $ (the "Bonds") of like date, tenor and effect, except as to maturity
date, interest rate, denomination and number, issued for the purpose of financing and/or
reimbursing a portion of the Costs of acquiring, designing, constructing, reconstructing,
renovating, expanding, improving and equipping Imagine Clearwater facilities, under the
authority of and in full compliance with the Constitution of the State of Florida, Chapter
166, Florida Statutes, the municipal charter of the Issuer, and other applicable provisions
of law (the "Act"), and Resolution No. 19- duly adopted by the City Council of the
Issuer on , 2019, as may be amended and supplemented from time to time
(the "Resolution"), and is subject to the terms and conditions of the Resolution.
Capitalized undefined terms used herein shall have the meanings ascribed thereto in the
Resolution.
The Bonds and the interest thereon are payable solely from and secured by an
irrevocable pledge of the Pledged Funds. Pledged Funds consist of (1) Non -Ad Valorem
Revenues budgeted and appropriated by the Issuer in accordance with Section 4.02 of
the Resolution and deposited into the Debt Service Fund, and (2) until applied in
accordance with the provisions of the Resolution, all moneys, including the investments
thereof, in the funds and accounts established under the Resolution in the manner and to
the extent described in the Resolution. The Issuer has covenanted and has agreed to
appropriate in its annual budget for each Fiscal Year sufficient amount of Non -Ad Valorem
Revenues for the payment of principal of and interest on the Bonds in each Fiscal Year,
and to make certain other payments required by the Resolution, subject to the limitations
described in the Resolution. Reference is made to the Resolution for more complete
description of the security for the Bonds.
IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS BOND
THAT THE BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR
INDEBTEDNESS OF THE ISSUER AS "BONDS" WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL
OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM AND SECURED BY A
LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS IN THE MANNER AND TO THE
EXTENT PROVIDED IN THE RESOLUTION. NO HOLDER OF ANY BOND SHALL
EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM
TAXING POWER TO PAY SUCH BOND, FOR THE PAYMENT OF ANY AMOUNTS
PAYABLE UNDER THE RESOLUTION, OR IN ORDER TO MAINTAIN ANY SERVICES
OR PROGRAMS THAT GENERATE NON -AD VALOREM REVENUES, OR BE
Resolution No. 19-34
15
ENTITLED TO PAYMENT OF SUCH BOND FROM ANY MONEYS OF THE ISSUER
EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER AND TO THE EXTENT
PROVIDED IN THE RESOLUTION.
Neither the members of the City Council of the Issuer nor any person executing
this Bond shall be liable personally hereon or be subject to any personal liability or
accountability by reason of the issuance hereof.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH IN THIS PLACE.
This Bond shall not be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by the Registrar.
IN WITNESS WHEREOF, the City of Clearwater, Florida has issued this Bond and
has caused the same to be executed by the manual or facsimile signature of the Mayor,
attested and countersigned by the City Clerk, and its official seal or a facsimile thereof to
be affixed or reproduced hereon, all as of the ! day of
(SEAL)
ATTESTED AND COUNTERSIGNED:
City Clerk
Approved as to form and legal sufficiency
City Attorney
16
CITY OF CLEARWATER, FLORIDA
By:
Mayor
By:
City Manager
Resolution No. 19-34
[Provisions on Reverse Side of Bond]
This Bond is transferable in accordance with the terms of the Resolution only upon
the books of the Issuer kept for that purpose at the designated corporate trust office of
the Registrar by the Registered Holder hereof in person or by such Holder's attorney duly
authorized in writing, upon the surrender of this Bond together with a written instrument
of transfer satisfactory to the Registrar duly executed by the Registered Holder or such
Holder's attomey duly authorized in writing, and thereupon a new Bond or Bonds in the
same aggregate principal amount shall be issued to the transferee in exchange therefor,
and upon the payment of the charges, if any, therein prescribed. The Bonds are issuable
in the form of fully registered Bonds in the denominations of $5,000 and integral multiples
thereof, not exceeding the aggregate principal amount of the Bonds maturing on the same
date. The Issuer, the Registrar and any Paying Agent may treat the Registered Holder
of this Bond as the absolute owner hereof for all purposes, whether or not this Bond shall
be overdue, and shall not be affected by any notice to the contrary. The Issuer and the
Registrar shall not be obligated to make any exchange or transfer of the Bonds during the
fifteen (15) days next preceding an interest payment date, or in the case of any proposed
redemption of the Bonds, then, during the fifteen (15) days next preceding the date of the
first mailing of notice of such redemption.
[INSERT REDEMPTION PROVISIONS]
Notice of redemption shall be given in the manner described in the Resolution.
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 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 does not violate any constitutional or statutory limitations or provisions.
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the within mentioned
Resolution.
Date of Authentication:
17
[REGISTRAR]
Registrar, as Authenticating Agent
By:
Authorized Signatory
Resolution No. 19-34
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Name, Address, Social Security or Other
Identifying Number of Assignee
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint as
attorneys to register the transfer of the said Bond on the books kept for registration thereof
with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be
guaranteed by a member firm of the
New York Stock Exchange or a
commercial bank or trust company.
NOTICE: The signature to this assignment
must correspond with the name of the
Registered Holder 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 other
identifying number of such assignee must be
supplied.
The following abbreviations, when used in the inscription on the face of the within Bond,
shall be construed as though they were written out in full according to applicable laws or
reg ulations:
TEN
COM - as tenants in common
TEN ENT - as tenants by the entireties
as joint tenants with right of
survivorship and not as tenants in
JT TEN - common
UNIF TRANS MIN ACT --
(Cust.)
Custodian for
under Uniform Transfer to Minors Act of
(State)
Resolution No. 19-34
18
Additional abbreviations may also be used though not in the list above.
STATEMENT OF INSURANCE
[IF APPLICABLE, INSERT INSURER LANGUAGE]
[Remainder of page intentionally left blank]
Resolution No. 19-34
19
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01. PRIVILEGE OF REDEMPTION. The Bonds shall be subject
to optional and/or mandatory redemption at the times and in the amounts provided by a
Supplemental Resolution.
SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED. The Bonds
shall be redeemed only in the principal amount of $5,000 each and integral multiples
thereof. The Issuer shall, at least sixty (60) days prior to the redemption date (unless a
shorter time period shall be satisfactory to the Registrar) notify the Registrar of such
redemption date and of the principal amount of Bonds to be redeemed. For purposes of
any redemption of Tess than all of the Outstanding Bonds of a single maturity, the
particular Bonds or portions of Bonds to be redeemed shall be selected not more than
forty-five (45) days prior to the redemption date by the Registrar from the Outstanding
Bonds of the maturity or maturities designated by the Issuer by such method as the
Registrar shall deem fair and appropriate and which may provide for the selection for
redemption of Bonds or portions of Bonds in principal amounts of $5,000 and integral
multiples thereof. Notwithstanding the foregoing, in the event that less than the entire
principal amount of a Term Bond is to be optionally redeemed, the Issuer shall determine
how the principal amount of such refunded Term Bond is to be allocated to the
Amortization Installments for the Term Bond and shall notify the Paying Agent and
Registrar of such allocation.
If less than all of the Outstanding Bonds of a single maturity are to be redeemed,
the Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the
Paying Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for
redemption and, in the case of any Bond selected for partial redemption, the principal
amount thereof to be redeemed.
SECTION 3.03. NOTICE OF REDEMPTION. Unless waived by any Holder of
Bonds to be redeemed, notice of any redemption made pursuant to this section shall be
given by the Registrar on behalf of the Issuer by mailing a copy of an official redemption
notice by registered or certified mail at least thirty (30) days and not more than sixty (60)
days prior to the date fixed for redemption to each Holder of Bonds to be redeemed at
the address of such Holder shown on the registration books maintained by the Registrar
or at such other address as shall be furnished in writing by such Holder to the Registrar;
provided, however, that no defect in any notice given pursuant to this Section to any
Holder of Bonds to be redeemed nor failure to give such notice shall in any manner defeat
the effectiveness of a call for redemption as to all other Holders of Bonds to be redeemed.
Every official notice of redemption shall be dated and shall state:
(1) the redemption date,
Resolution No. 19-34
20
(2) the Redemption Price,
(3) if less than all Outstanding Bonds are to be redeemed, the number (and, in
the case of a partial redemption of any Bond, the principal amount) of each Bond to be
redeemed,
(4) that, on the redemption date, the Redemption Price will become due and
payable upon each such Bond or portion thereof called for redemption, and that interest
thereon shall cease to accrue from and after said date, and
(5) that such Bonds to be redeemed, whether as a whole or in part, are to be
surrendered for payment of the Redemption Price at the designated office of the
Reg istrar.
Prior to any redemption date, the Issuer shall deposit with the Registrar an amount
of money sufficient to pay the Redemption Price of all the Bonds or portions of Bonds
which are to be redeemed on that date.
The Issuer may provide that a notice of redemption may be contingent upon the
occurrence of condition(s) and that if such condition(s) do not occur, the notice will be
rescinded; provided notice of such rescission shall be mailed in the manner described
herein to all Bondholders as soon as practicable after the Issuer has determined to
rescind the redemption.
SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. Any Bond which
is to be redeemed only in part shall be surrendered at any place of payment specified in
the notice of redemption (with due endorsement by, or written instrument of transfer in
form satisfactory to, the Registrar duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing) and the Issuer shall execute and the Registrar shall
authenticate and deliver to the Holder of such Bond, without service charge, a new Bond
or Bonds, of the same interest rate and maturity, and of any authorized denomination as
requested by such Holder, in an aggregate principal amount equal to and in exchange for
the unredeemed portion of the principal of the Bonds so surrendered.
SECTION 3.05. PAYMENT OF REDEEMED BONDS. Notice of redemption
having been given substantially as aforesaid, the Bonds or portions of Bonds so to be
redeemed shall, on the redemption date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Issuer shall default in
the payment of the Redemption Price) such Bonds or portions of Bonds shall cease to
bear interest. Upon surrender of such Bonds for redemption in accordance with said
notice, such Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate
Redemption Price, plus accrued interest. All Bonds which have been redeemed shall be
canceled by the Registrar and shall not be reissued.
Resolution No. 19-34
21
ARTICLE IV
SECURITY, SPECIAL FUNDS AND
APPLICATION THEREOF
SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. THE
BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR
INDEBTEDNESS OF THE ISSUER AS "BONDS" WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL
OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM AND SECURED BY A
LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS IN THE MANNER AND TO THE
EXTENT PROVIDED HEREIN. NO HOLDER OF ANY BOND SHALL EVER HAVE THE
RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY
SUCH BOND, FOR THE PAYMENT OF ANY AMOUNTS PAYABLE HEREUNDER, OR
IN ORDER TO MAINTAIN ANY SERVICES OR PROGRAMS THAT GENERATE NON -
AD VALOREM REVENUES, OR BE ENTITLED TO PAYMENT OF SUCH BOND FROM
ANY MONEYS OF THE ISSUER EXCEPT FROM THE PLEDGED FUNDS IN THE
MANNER AND TO THE EXTENT PROVIDED HEREIN.
SECTION 4.02. BONDS SECURED BY PLEDGE OF PLEDGED FUNDS.
(1) The Issuer covenants and agrees to appropriate in its annual budget, by
amendment if necessary, for each Fiscal Year in which the Bonds remain Outstanding,
sufficient amounts of Non -Ad Valorem Revenues into the Debt Service Fund for the
payment of principal of and interest on the Bonds and to make certain other payments
required hereunder in each such Fiscal Year. Such covenant and agreement on the part
of the Issuer shall be cumulative and shall continue until all payments of principal of and
interest on the Bonds shall have been budgeted, appropriated, deposited and actually
paid. The Issuer agrees that this covenant and agreement shall be deemed to be entered
into for the benefit of the Holders of the Bonds and that this obligation may be enforced
in a court of competent jurisdiction in accordance with the remedies set forth herein. No
lien upon or pledge of such budgeted Non -Ad Valorem Revenues shall be in effect until
such monies are budgeted, appropriated and deposited as provided herein.
Notwithstanding the foregoing or any provision of this Resolution to the contrary, the
Issuer does not covenant to maintain or continue any activities, services or programs now
maintained or provided by the Issuer, including those programs and services which
generate user fees, regulatory fees or other Non -Ad Valorem Revenues. This covenant
and agreement shall not be construed as a limitation on the ability of the Issuer to pledge
all or a portion of such Non -Ad Valorem Revenues or to covenant to budget and
appropriate Non -Ad Valorem Revenues for other legally permissible purposes. Nothing
herein shall be deemed to pledge ad valorem tax revenues or to permit or constitute a
mortgage or lien upon any assets owned by the Issuer and no Holder of Bonds or other
person may compel the levy of ad valorem taxes on real or personal property within the
boundaries of the Issuer for the payment of the Issuer's obligations hereunder or to
maintain any activities, services or programs now maintained or provided by the Issuer,
Resolution No. 19-34
22
including those programs and services which generate user fees, regulatory fees or other
Non -Ad Valorem Revenues.
However, this covenant to budget and appropriate in its annual budget for the
purposes and in the manner stated herein has the effect of making available for the
payment of the Bonds the Non -Ad Valorem Revenues of the Issuer in the manner
provided herein and placing on the Issuer a positive duty to appropriate and budget, by
amendment if necessary, and deposit amounts sufficient to meet its obligations
hereunder; subject, however, in all respects to the restrictions of Section 166.241, Florida
Statutes, which make it unlawful for any municipality to expend moneys not appropriated
and in excess of such municipality's current budgeted revenues. The obligation of the
Issuer to make such payments from its Non -Ad Valorem Revenues is subject in all
respects to the payment of obligations secured by a pledge of such Non -Ad Valorem
Revenues heretofore or hereafter entered into (including the payment of debt service on
bonds and other debt instruments) and funding requirements for essential public
purposes affecting health, welfare and safety of the inhabitants of the Issuer; however,
such obligation is cumulative and would carry over from Fiscal Year to Fiscal Year. The
Issuer has previously and may hereafter provide a covenant to budget and appropriate
Non -Ad Valorem Revenues as a source of security, and/or pledge one or more of such
Non -Ad Valorem Revenues to provide for the payment of obligations (including debt
obligations) incurred by the Issuer. No priority of payment among such obligations is
established when a covenant to budget and appropriate Non -Ad Valorem Revenues is
used as a source of security for the payment thereof.
Such covenant to budget and appropriate does not create any lien upon or pledge
of such Non -Ad Valorem Revenues until such funds are deposited in the Debt Service
Fund established pursuant to Section 4.04 hereof, nor does it preclude the Issuer from
pledging in the future or covenanting to budget and appropriate in the future its Non -Ad
Valorem Revenues, nor does it require the Issuer to levy and collect any particular Non -
Ad Valorem Revenues, nor does it give the Holders of the Bonds a prior claim on the
Non -Ad Valorem Revenues as opposed to claims of general creditors of the Issuer. The
payment of the debt service of all of the Bonds issued hereunder shall be secured
forthwith equally and ratably by a pledge of and a lien upon the Pledged Funds, as now
or hereafter constituted. The Issuer does hereby irrevocably pledge such Pledged Funds
to the payment of the principal of and interest on the Bonds issued pursuant to this
Resolution in the manner and to the extent described herein, and the Issuer does hereby
irrevocably agree to the deposit of Non -Ad Valorem Revenues into the Debt Service Fund
at the times provided of the sums required to secure to the Holders of the Bonds issued
hereunder, and the payment of the principal of and interest thereon when due. The
Pledged Funds 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.
Resolution No. 19-34
23
(2) Until applied in accordance with this Resolution, the Non -Ad Valorem
Revenues deposited by the Issuer in the Debt Service Fund and other amounts on deposit
from time to time in the funds and accounts established pursuant to Section 4.04 hereof,
plus any earnings thereon, except as otherwise described herein, shall be pledged to the
repayment of the Series 2020 Bonds.
SECTION 4.03. CONSTRUCTION FUND. The Issuer covenants and agrees
to establish a separate fund to be known as the "City of Clearwater Non -Ad Valorem
Revenue Bonds, Series 2020 (Imagine Clearwater Improvements) Construction Fund,"
which shall be used only for payment of a portion of the Costs of the Project. Moneys in
the Construction Fund which derive from proceeds of the Series 2020 Bonds, until applied
in payment of any item of the Costs of a Project in accordance with the provisions hereof,
shall be held in trust by the Issuer and shall be subject to a lien and charge in favor of the
Holders of the Series 2020 Bonds and for the further security of such Holders as Pledged
Funds.
SECTION 4.04. FUNDS AND ACCOUNTS. The Issuer covenants and agrees
to establish a separate fund to be known as the "City of Clearwater Non -Ad Valorem
Revenue Bonds, Series 2020 (Imagine Clearwater Improvements) Debt Service Fund."
The Issuer shall maintain in the Debt Service Fund three accounts: the "Interest Account,"
the "Principal Account, and the "Bond Amortization Account". Moneys in the
aforementioned funds and accounts, until applied in accordance with the provisions
hereof, shall be subject to a lien and charge in favor of the Bondholders and for the further
security of the Bondholders as Pledged Funds, in the manner and to the extent described
herein.
SECTION 4.05. FLOW OF FUNDS.
(1) Pursuant to Section 4.02 hereof, Non -Ad Valorem Revenues shall be
deposited or credited at least five (5) business days prior to the applicable due date, in
the following manner:
(a) Interest Account. The Issuer shall deposit into or credit to the Interest
Account the sum which, together with the balance in said Account, shall be equal
to the interest on all outstanding Bonds accrued and unpaid and to accrue on such
Interest Date. Moneys in the Interest Account shall be used to pay interest on the
Bonds as and when the same become due, whether by redemption or otherwise,
and for no other purpose.
(b) Principal Account. The Issuer shall deposit into or credit to the
Principal Account the sum which, together with the balance in said Account, shall
equal the portion of the principal on the Outstanding Bonds next due. Moneys in
the Principal Account shall be used to pay the principal of the Bonds as and when
the same shall mature, and for no other purpose.
Resolution No. 19-34
24
(c) Bond Amortization Account. The Issuer shall deposit into or credit to
the Bond Amortization Account the sum which, together with the balance in said
Account, shall equal the portion of the Amortization Installments of all Bonds
Outstanding next due. Moneys in the Bond Amortization Account shall be used to
purchase or redeem Term Bonds in the manner herein provided, and for no other
purpose. Payments to the Bond Amortization Account shall be on a parity with
payments to the Principal Account.
(2) On the date established for payment of any principal of or Redemption
Price, if applicable, or interest on the Bonds, the Issuer shall withdraw from the
appropriate account of the Debt Service Fund sufficient moneys to pay such principal or
Redemption Price, if applicable, or interest and deposit such moneys with the Paying
Agent for the Bonds to be paid.
SECTION 4.06. INVESTMENTS. The Construction Fund and the Debt
Service Fund shall be continuously secured in the manner by which the deposit of public
funds are authorized to be secured by the laws of the State. Moneys on deposit in the
Construction Fund and the Debt Service Fund may be invested and reinvested in
Permitted Investments maturing not later than the date on which the moneys therein will
be needed. Any and all income received by the Issuer from the investment of moneys in
each account of the Construction Fund, the Interest Account, the Principal Account, and
the Bond Amortization Account shall be retained in such respective Fund or Account
unless otherwise required by applicable law.
Nothing contained in this Resolution shall prevent any Permitted Investments
acquired as investments of or security for funds held under this Resolution from being
issued or held in book -entry form on the books of the Department of the Treasury of the
United States.
Permitted Investments shall be valued at cost.
SECTION 4.07. SEPARATE ACCOUNTS. The moneys required to be
accounted for in each of the foregoing funds and accounts established herein may be
deposited in a single account, and funds allocated to the various funds and accounts
established herein may be invested in a common investment pool, provided that adequate
accounting records are maintained to reflect and control the restricted allocation of the
moneys 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 and accounts in and by
this Resolution shall not be construed to require the establishment of any completely
independent, self -balancing funds as such term is commonly defined and used in
governmental accounting, but rather is intended solely to constitute an earmarking of
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certain revenues for certain purposes and to establish certain priorities for application of
such revenues as herein provided.
ARTICLE V
OTHER OBLIGATIONS AND COVENANTS OF ISSUER
SECTION 5.01. TAX COVENANTS.
(1) The Issuer covenants with the Holders of the Series 2020 Bonds that it shall
not use the proceeds of such Series 2020 Bonds in any manner which would cause the
interest on such Series 2020 Bonds to be or become includable in the gross income of
the holder thereof for federal income tax purposes.
(2) The Issuer covenants with the Holders of the Series 2020 Bonds that neither
the Issuer nor any person under its control or direction will make any use of the proceeds
of such Series 2020 Bonds (or amounts deemed to be proceeds under the Code) in any
manner which would cause such Series 2020 Bonds to be "arbitrage bonds" within the
meaning of Section 148 of the Code and neither the Issuer nor any other such person
shall do any act or fail to do any act which would cause the interest on such Series 2020
Bonds to become includable in the gross income of the holder thereof for federal income
tax purposes.
(3) The Issuer hereby covenants with the Holders of the Series 2020 Bonds
that it will comply with all provisions of the Code necessary to maintain the exclusion of
the interest on such Series 2020 Bonds from the gross income of the holder thereof for
federal income tax purposes, including, in particular, the payment of any amount required
to be rebated to the U.S. Treasury pursuant to the Code.
SECTION 5.02. BOOKS AND RECORDS. The Issuer shall keep proper
books, records and accounts of the receipt of the Non -Ad Valorem Revenues in
accordance with generally accepted accounting principles, and any Holders of Bonds
shall have the right at all reasonable times to inspect such books, records, accounts and
data of the Issuer relating thereto. The Issuer shall, by each April 30th following the close
of each Fiscal Year of the Issuer, cause an audit of such books, records and accounts to
be made by an independent firm of certified public accountants.
Copies of each such audit report shall be placed on file with the Issuer and be
made available at reasonable times for inspection by Holders of the Bonds.
SECTION 5.03. ANNUAL AUDIT. The Issuer shall cause the financial
statements of the Issuer to be properly audited by a recognized independent certified
public accountant or recognized independent firm of certified public accountants, and
shall require such accountants to complete their report on the annual financial statements
in accordance with applicable law. Such annual financial statements shall contain, but
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not be limited to, a balance sheet, a statement of revenues, expenditures and changes in
fund balance, and any other statements as required by law or accounting convention, and
a report by such accountants disclosing any material default on the part of the Issuer of
any covenant or agreement herein which is disclosed by the audit of the financial
statements. The annual financial statements shall be prepared in conformity with
generally accepted accounting principles.
SECTION 5.04. NO IMPAIRMENT. The pledging of the Pledged Funds in the
manner and to the extent provided herein shall not be subject to repeal, modification or
impairment by any subsequent ordinance, resolution or other proceedings of the City
Council of the Issuer.
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01. EVENTS OF DEFAULT. The following events shall each
constitute an "Event of Default:"
(1) The Issuer shall fail to make payment of the principal of, Amortization
Installment, redemption premium or interest on any Bond when due.
(2) There shall occur the dissolution or liquidation of the Issuer, or the filing by
the Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any
act of bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer
for the benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by
the Issuer into an agreement of composition with its creditors, or the approval by a court
of competent jurisdiction of a petition applicable to the Issuer in any proceeding for its
reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended,
or under any similar act in any jurisdiction which may now be in effect or hereafter
enacted.
(3) The Issuer shall default in the due and punctual performance of any other
of the covenants, conditions, agreements and provisions contained in the Bonds or in this
Resolution on the part of the Issuer to be performed, and such default shall continue for
a period of thirty (30) days after written notice of such default shall have been received
from the Holders of not less than twenty-five percent (25%) of the aggregate principal
amount of Bonds Outstanding. Notwithstanding the foregoing, the Issuer shall not be
deemed in default hereunder if such default can be cured within a reasonable period of
time and if the Issuer in good faith institutes curative action and diligently pursues such
action until the default has been corrected.
SECTION 6.02. REMEDIES. In the Event of Default, any Holder of Bonds
issued under the provisions of this Resolution or any trustee or receiver acting for such
Bondholders may either at law or in equity, by suit, action, mandamus or other
proceedings in any court of competent jurisdiction, protect and enforce any and all rights
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under the laws of the State, or granted and contained in this Resolution, and may enforce
and compel the performance of all duties required by this Resolution or by any applicable
statutes to be performed by the Issuer or by any officer thereof.
The Holders of Bonds in an aggregate principal amount of not less than twenty-
five percent (25%) of the Bonds then Outstanding may by a duly executed certificate in
writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with
authority to represent such Bondholders in any legal proceedings for the enforcement
and protection of the rights of such Bondholders and such certificate shall be executed
by such Bondholders or their duly authorized attomeys or representatives, and shall be
filed in the office of the City Clerk. Notice of such appointment, together with evidence of
the requisite signatures of the Holders of not Tess than twenty-five percent (25%) in
aggregate principal amount of Bonds Outstanding and the trust instrument under which
the trustee shall have agreed to serve shall be filed with the Issuer and the trustee and
notice of appointment shall be given to all Holders of Bonds in the same manner as
notices of redemption are given hereunder. After the appointment of the first trustee
hereunder, no further trustees may be appointed; however, the Holders of a majority in
aggregate principal amount of all the Bonds then Outstanding may remove the trustee
initially appointed and appoint a successor and subsequent successors at any time.
Notwithstanding anything herein to the contrary, acceleration as a remedy in the
Event of a Default is not permitted.
SECTION 6.03. DIRECTIONS TO PAYING AGENT AS TO REMEDIAL
PROCEEDINGS. The Holders of a majority in principal amount of the Bonds then
Outstanding shall have the right, by an instrument or concurrent instruments in writing
executed and delivered to the Paying Agent, to direct the method and place of conducting
all remedial proceedings to be taken by the trustee hereunder, provided that such
direction shall not be otherwise than in accordance with law or the provisions hereof, and
that the trustee shall have the right to decline to follow any such direction which in the
opinion of the trustee would be unjustly prejudicial to Holders of Bonds not parties to such
direction.
SECTION 6.04. REMEDIES CUMULATIVE. No remedy herein conferred
upon or reserved to the Bondholders is intended to be exclusive of any other remedy or
remedies, and each and every such remedy shall be cumulative, and shall be in addition
to every other remedy given hereunder or now or hereafter existing at law or in equity or
by statute.
SECTION 6.05. WAIVER OF DEFAULT. No delay or omission of any
Bondholder to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver of any such default, or an
acquiescence therein; and every power and remedy given by Section 6.02 of this
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Resolution to the Bondholders may be exercised from time to time, and as often as may
be deemed expedient.
SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT. If an Event
of Default shall happen and shall not have been remedied, the Issuer or a trustee or
receiver appointed for the purpose shall apply all Pledged Funds as follows and in the
following order (provided, however, and notwithstanding anything herein to the contrary,
moneys in the Construction Fund which derive from the proceeds of the Series 2020
Bonds shall not be applied to the payment of the Series 2020 Bonds):
(1) To the payment of the reasonable and proper charges, expenses and
liabilities of the trustee or receiver, Registrar and Paying Agent hereunder; and
(2) To the payment of the interest and principal or Redemption Price, if
applicable, then due on the Bonds, as follows:
(A) All such moneys shall be applied:
FIRST: to the payment to the Persons entitled thereto of all installments of
interest then due, in the order of the maturity of such installments, and, if the
amount available shall not be sufficient to pay in full any particular installment, then
to the payment ratably, according to the amounts due on such installment, to the
Persons entitled thereto, without any discrimination or preference;
SECOND: to the payment to the Persons entitled thereto of the unpaid
principal of any of the Bonds which shall have become due at maturity or upon
mandatory redemption prior to maturity (other than Bonds called for redemption
for the payment of which moneys are held pursuant to the provisions of Section
8.01 of this Resolution), in the order of their due dates, with interest upon such
Bonds from the respective dates upon which they became due, and, if the amount
available shall not be sufficient to pay in full Bonds due on any particular date,
together with such interest, then to the payment first of such interest, ratably
according to the amount of such interest due on such date, and then to the
payment of such principal, ratably according to the amount of such principal due
on such date, to the Persons entitled thereto without any discrimination or
preference; and
THIRD: to the payment of the Redemption Price of any Bonds called for
optional redemption pursuant to the provisions of this Resolution.
(B) If the principal of all the Bonds shall have become due and payable,
all such moneys shall be applied to the payment of the principal and interest then due
and unpaid upon the Bonds, with interest thereon as aforesaid, without preference or
priority of principal over interest or of interest over principal, or of any installment of
interest over any other installment of interest, or of any Bond over any other Bond, ratably,
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according to the amounts due respectively for principal and interest, to the Persons
entitled thereto without any discrimination or preference.
ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01. SUPPLEMENTAL RESOLUTIONS WITHOUT
BONDHOLDERS' CONSENT. The Issuer, from time to time and at any time, may adopt
such Supplemental Resolutions without the consent of the Bondholders (which
Supplemental Resolutions shall thereafter form a part hereof) for any of the following
purposes:
(1) To cure any ambiguity or formal defect or omission or to correct any
inconsistent provisions in this Resolution or to clarify any matters or questions arising
hereunder.
(2) To grant to or confer upon the Bondholders any additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the
Bondholders.
(3) To add to the conditions, limitations and restrictions on the issuance of
Bonds under the provisions of this Resolution other conditions, limitations and restrictions
thereafter to be observed.
(4) To add to the covenants and agreements of the Issuer in this Resolution
other covenants and agreements thereafter to be observed by the Issuer or to surrender
any right or power herein reserved to or conferred upon the Issuer.
(5) To specify and determine the matters and things referred to in Sections 2.01
or 2.02 hereof, and also any other matters and things relative to such Bonds which are
not contrary to or inconsistent with this Resolution as theretofore in effect, or to amend,
modify or rescind any such authorization, specification or determination at any time prior
to the first delivery of such Bonds.
(6) To change or modify the description of the Project.
(7) To provide for the manner and terms of sale of the Bonds.
(8) To make any other change that, in the opinion of the Issuer, would not
materially adversely affect the security for the Bonds.
SECTION 7.02. SUPPLEMENTAL RESOLUTIONS WITH BONDHOLDERS'
CONSENT. Subject to the terms and provisions contained in this Section 7.02 and
Section 7.01 hereof, the Holders of not less than a majority in aggregate principal amount
of the Bonds then Outstanding shall have the right, from time to time, to consent to and
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approve the adoption of such Supplemental Resolution or resolutions hereto as shall be
deemed necessary or desirable by the Issuer for the purpose of supplementing,
modifying, altering, amending, adding to or rescinding, in any particular, any of the terms
or provisions contained in this Resolution. No Supplemental Resolution may be
approved or adopted which shall permit or require (A) an extension of the maturity of the
principal of or the payment of the interest on any Bond issued hereunder, (B) reduction in
the principal amount of any Bond or the Redemption Price or the rate of interest thereon,
(C) the creation of a lien upon or a pledge of other than the lien and pledge created by
this Resolution which adversely affects any Bondholders, (D) a preference or priority of
any Bond or Bonds over any other Bond or Bonds, or (E) a reduction in the aggregate
principal amount of the Bonds required for consent to such Supplemental Resolution,
unless such Supplemental Resolution has the approval of 100% of the Bondholders.
Nothing herein contained, however, shall be construed as making necessary the approval
by Bondholders of the adoption of any Supplemental Resolution as authorized in Section
7.01 hereof.
If, at any time the Issuer shall determine that it is necessary or desirable to adopt
any Supplemental Resolution pursuant to this Section 7.02, the City Clerk shall cause the
Registrar to give notice of the proposed adoption of such Supplemental Resolution and
the form of consent to such adoption to be mailed, postage prepaid, to all Bondholders at
their addresses as they appear on the registration books. Such notice shall briefly set
forth the nature of the proposed Supplemental Resolution and shall state that copies
thereof are on file at the offices of the City Clerk and the Registrar for inspection by all
Bondholders. The Issuer shall not, however, be subject to any liability to any Bondholder
by reason of its failure to cause the notice required by this Section 7.02 to be mailed and
any such failure shall not affect the validity of such Supplemental Resolution when
consented to and approved as provided in this Section 7.02.
Whenever the Issuer shall deliver to the City Clerk an instrument or instruments in
writing purporting to be executed by the Holders of not less than a majority in aggregate
principal amount of the Bonds then Outstanding, which instrument or instruments shall
refer to the proposed Supplemental Resolution described in such notice and shall
specifically consent to and approve the adoption thereof in substantially the form of the
copy thereof referred to in such notice, thereupon, but not otherwise, the Issuer may adopt
such Supplemental Resolution in substantially such form, without liability or responsibility
to any Holder of any Bond, whether or not such Holder shall have consented thereto.
If the Holders of not less than a majority in aggregate principal amount of the Bonds
Outstanding at the time of the adoption of such Supplemental Resolution shall have
consented to and approved the adoption thereof as herein provided, no Holder of any
Bond shall have any right to object to the adoption of such Supplemental Resolution, or
to object to any of the terms and provisions contained therein or the operation thereof, or
in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the
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Issuer from adopting the same or from taking any action pursuant to the provisions
thereof.
Upon the adoption of any Supplemental Resolution pursuant to the provisions of
this Section 7.02, this Resolution shall be deemed to be modified and amended in
accordance therewith, and the respective rights, duties and obligations under this
Resolution of the Issuer and all Holders of Bonds then Outstanding shall thereafter be
determined, exercised and enforced in all respects under the provisions of this Resolution
as so modified and amended.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01. DEFEASANCE. If the Issuer shall payor cause to be paid, or
there shall otherwise be paid to the Holders of all Bonds, the principal or Redemption
Price, if applicable, and interest due or to become due thereon, at the times and in the
manner stipulated therein and in this Resolution, then the pledge of the Pledged Funds,
and all covenants, agreements and other obligations of the Issuer to the Bondholders,
shall thereupon cease, terminate and become void and be discharged and satisfied. In
such event, the Paying Agents shall pay over or deliver to the Issuer all money or
securities held by them pursuant to this Resolution which are not required for the payment
or redemption of Bonds not theretofore surrendered for such payment or redemption.
Any Bonds or interest installments appertaining thereto, whether at or prior to the
maturity or redemption date of such Bonds, shall be deemed to have been paid within the
meaning of this Section 8.01 if (A) in case any such Bonds are to be redeemed prior to
the maturity thereof, there shall have been taken all action necessary to call such Bonds
for redemption and notice of such redemption shall have been duly given or provision
shall have been made for the giving of such notice, and (B) there shall have been
deposited in irrevocable trust with a banking institution or trust company by or on behalf
of the Issuer either moneys in an amount which shall be sufficient, or Defeasance
Securities the principal of and the interest on which when due will provide moneys which,
together with the moneys, if any, deposited with such bank or trust company at the same
time shall be sufficient, to pay the principal of or Redemption Price, if applicable, and
interest due and to become due on said Bonds on and prior to the redemption date or
maturity date thereof, as the case may be. Except as hereafter provided, neither the
Defeasance Securities nor any moneys so deposited with such bank or trust company
nor any moneys received by such bank or trust company on account of principal of or
Redemption Price, if applicable, or interest on said Defeasance Securities shall be
withdrawn or used for any purpose other than, and all such moneys shall be held in trust
for and be applied to, the payment, when due, of the principal of or Redemption Price, if
applicable, of the Bonds for the payment or redemption of which they were deposited and
the interest accruing thereon to the date of maturity or redemption; provided, however,
the Issuer may substitute new Defeasance Securities and moneys for the deposited
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Defeasance Securities and moneys if the new Defeasance Securities and moneys are
sufficient to pay the principal of or Redemption Price, if applicable, and interest on the
refunded Bonds.
In the event the Bonds for which moneys are to be deposited for the payment
thereof in accordance with this Section 8.01 are not by their terms subject to redemption
within the next succeeding sixty (60) days, the Issuer shall cause the Registrar to mail a
notice to the Holders of such Bonds that the deposit required by this Section 8.01 of
moneys or Defeasance Securities has been made and said Bonds are deemed to be paid
in accordance with the provisions of this Section 8.01 and stating such maturity or
redemption date upon which moneys are to be available for the payment of the principal
of or Redemption Price, if applicable, and interest on said Bonds.
Nothing herein shall be deemed to require the Issuer to call any of the Outstanding
Bonds 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.
SECTION 8.02. GENERAL AUTHORITY. The Mayor, the Vice Mayor, the
City Manager, the Finance Director, the City Attorney and any other proper officials of the
Issuer are hereby authorized to perform all acts and things required of them by this
Resolution or any Supplemental Resolution or desirable or consistent with the
requirements hereof for the full, punctual and complete performance of all of the terms,
covenants and agreements contained in the Bonds, this Resolution, and any
Supplemental Resolution, and they are hereby authorized to execute and deliver all
documents which shall be required by Bond Counsel or the initial purchasers of the Bonds
to effectuate the sale of the Bonds to said initial purchasers and any representation made
in such documents shall be deemed to be made on behalf of the Issuer. All action taken
to date by the officers of the Issuer in furtherance of the issuance of the Bonds is hereby
approved, confirmed and ratified.
SECTION 8.03. INTERESTED PARTIES. Nothing in this Resolution
expressed or implied is intended or shall be construed to confer upon, or to give to, any
person or entity, other than the Issuer, the Paying Agent, and the registered Holders of
the Bonds, any right, remedy or claim under or by reason of this Resolution or any
covenant, condition or stipulation thereof, and all covenants, stipulations, promises and
agreements in this Resolution contained by and on behalf of the Issuer shall be for the
sole and exclusive benefit of the Issuer, the Paying Agent, and the registered Holders of
the Bonds.
SECTION 8.04. NO PERSONAL LIABILITY. Neither the members of the City
Council of the Issuer, the Mayor, the Vice Mayor, the City Manager, the Finance Director,
the City Attorney, any person executing the Bonds nor any Charter officers shall be
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personally liable therefor or be subject to any personal liability or accountability by reason
of the issuance thereof.
SECTION 8.05. SEVERABILITY OF INVALID PROVISIONS. If any one or
more of the covenants, agreements or provisions of this Resolution shall be held contrary
to any express provision of law or contrary to the policy of express law, but 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 the other provisions hereof or of the Bonds.
SECTION 8.06. REPEAL OF INCONSISTENT RESOLUTIONS. All
resolutions or parts thereof in conflict herewith are hereby superseded and repealed to
the extent of such conflict.
SECTION 8.07. DECLARATION OF OFFICIAL INTENT. The Issuer hereby
expresses its intention to be reimbursed from proceeds of a tax-exempt financing or other
obligations for capital expenditures to be paid by the Issuer in connection with the
construction of the Project. Pending reimbursement, the Issuer expects to use funds on
deposit in its general fund and other funds legally available to pay a portion of the cost of
the Project. It is not reasonably expected that the total amount of debt to be incurred by
the Issuer to reimburse itself for expenditures paid with respect to the Project will exceed
$30,000,000. This Resolution is intended to constitute a "declaration of official intent"
within the meaning of Section 1.150-2 of the Income Tax Regulations.
SECTION 8.08. VALIDATION AUTHORIZED. The City Attorney and Bond
Counsel are authorized and directed to prepare and file proceedings in the Circuit Court
of the Sixth Judicial Circuit of Florida in and for Pinellas County, Florida, for the validation
of the Bonds and the Project to be financed with the proceeds thereof, and the proper
officers of the Issuer are hereby authorized to verify on behalf of the Issuer any pleading
in such proceedings.
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Resolution No. 19-34
34
SECTION 8.09. EFFECTIVE DATE. This Resolution shall take effect
immediately upon its adoption.
Passed and adopted by the City Council of the City of Clearwater, Florida this Ai
day of November, 2019.
Approved as to f rm:
jC
Pamela Akin
City Attorney
CITY OF CLEARWATER, FLORIDA
By: Cke°11C1Cr tVACO
George N. Cretekos
Mayor
Attest:
35
Resolution No. 19-34
EXHIBIT A
DESCRIPTION OF IMAGINE CLEARWATER IMPROVEMENTS
COACHMAN PARK REDEVELOPMENT
SUMMARY OF IMPROVEMENTS
On February 21, 2017, the Clearwater City Council accepted the plan for the
redevelopment of Coachman Park known as Imagine Clearwater. This plan detailed a
concept for park redevelopment which is in the process of final design and activation
planning leading toward permitting in mid -2020.
This project is to occur in two phases commencing with a southerly portion or Phase I
which includes an amphitheater/band shell site along with a bluff walk, entry way plaza,
and various other improvements and amenities. These amenities and structural
components include an amphitheater/band shell with substantial back of house
associated facilities, covering canopy for up to 4,000 seats; marina office and public
restroom facilities; various trails and walkways comprising extensive hardscape
infrastructure; a bluff walk extending the length of the park from north to south and
including an elevated bridge/walkway across Cleveland Street; a small lake area with
bridge and island crossing, ceremony venue, and overlook structures; parking, lighting,
seating, and other public amenity areas.
Phase II improvements will occur in the northerly portion of the site and includes extensive
active use areas including interactive fountains; elevated "tree walk" play structure, slides,
and picnic areas; an extensive hardscape trail and pathway system; parking areas; public
restroom and related facilities; and stepped access to waterfront areas.