22-14RESOLUTION NO. 22-14
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CLEARWATER, FLORIDA SUPPLEMENTING AND AMENDING
RESOLUTION NO. 19-34; AUTHORIZING AND APPROVING THE SALE
OF NOT TO EXCEED $30,000,000 STATED PRINCIPAL AMOUNT CITY
OF CLEARWATER, FLORIDA NON -AD VALOREM REVENUE BONDS,
SERIES 2022 (IMAGINE CLEARWATER IMPROVEMENTS); FIXING
CERTAIN DETAILS OF SAID BONDS; APPROVING THE FORMS OF
THE SUMMARY NOTICE OF SALE AND OFFICIAL NOTICE OF SALE
WITH RESPECT TO SUCH BONDS; DELEGATING TO THE CITY
MANAGER OR FINANCE DIRECTOR THE AUTHORITY TO
DETERMINE THE PRINCIPAL AMOUNTS OF SUCH BONDS TO BE
ISSUED AND THE BID DATE WITH RESPECT TO SUCH BONDS, TO
AWARD THE SALE THEREOF TO THE LOWEST CONFORMING
BIDDER BASED ON BIDS SUBMITTED AT PUBLIC SALE, AND TO
DETERMINE THE TERMS OF SUCH SALE; APPOINTING THE PAYING
AGENT AND REGISTRAR; APPROVING THE FORM AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A DISCLOSURE
DISSEMINATION AGENT AGREEMENT; APPROVING THE FORM AND
AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL
STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY
OF AN OFFICIAL STATEMENT PERTAINING TO THE BONDS;
AUTHORIZING CERTAIN OFFICIALS OF THE CITY TO EXECUTE ANY
DOCUMENT OR TO TAKE ANY ACTIONS REQUIRED IN CONNECTION
WITH THE ISSUANCE OF SAID BONDS; PROVIDING CERTAIN OTHER
MATTERS RELATING TO THE SERIES 2022 BONDS; PROVIDING FOR
CONFLICTS; PROVIDING FOR SEVERABILITY AND AN EFFECTIVE
DATE.
WHEREAS, the City Council (the "City Council") of the City of Clearwater, Florida
(the "Issuer") adopted Resolution No. 19-34 on November 21, 2019, as particularly
supplemented hereby (the "Authorizing Resolution", together with this Supplemental
Resolution, collectively, the "Resolution"); and
WHEREAS, the City Council enacted Ordinance No. 9357-20 on February 6, 2020
(the "Bond Ordinance"), approving the adoption of the Authorizing Resolution in
satisfaction of section 2.522 of the City of Clearwater Code of Ordinances; and
WHEREAS, all capitalized undefined terms used herein shall have the meanings
ascribed thereto in the Resolution; and
WHEREAS, by the Resolution, the Issuer authorized the issuance of not to exceed
$30,000,000 stated principal amount of City of Clearwater, Florida Non -Ad Valorem
Revenue Bonds, Series 2022 (Imagine Clearwater Improvements) (the "Series 2022
Bonds") to finance and/or reimburse a portion of the cost of the acquisition, construction
Resolution No. 22-14
and equipping of the Project and pay certain expenses relating to the issuance of the
Series 2022 Bonds; and
WHEREAS, relating to the Series 2022 Bonds, the City Council wishes to approve
the form of the Summary Notice of Sale attached hereto as Exhibit A and the Official
Notice of Sale attached hereto as Exhibit B, each by reference made a part hereof; and
WHEREAS, the Official Notice of Sale is to be provided to all parties expressing
an interest in the offering of the Series 2022 Bonds; and
WHEREAS, the City Council wishes to delegate to the City Manager or Finance
Director the authority to determine the bid date with respect to the Series 2022 Bonds, to
award the sale thereof to the lowest conforming bidder (the "Purchaser") in the aggregate
stated principal amount of not exceeding $30,000,000 for the purposes described above,
and to determine the terms of such sale, all in accordance with the Official Notice of Sale;
and
WHEREAS, prior to the award and sale of the Series 2022 Bonds, the Issuer will
be provided all applicable disclosure information required by Section 218.385, Florida
Statutes, a copy of which will be attached to or otherwise included as part of the Official
Notice of Sale; and
WHEREAS, the City Council desires to approve the form of and authorize the
distribution of a Preliminary Official Statement, a form of which is attached hereto as
Exhibit C (the "Preliminary Official Statement") in connection with the marketing and sale
of the Series 2022 Bonds, to authorize the execution and delivery of a final Official
Statement incorporating the final details of the Series 2022 Bonds; and
WHEREAS, the City Council desires to approve the form of and authorize the
execution of a Disclosure Dissemination Agent Agreement, a form of which is attached
hereto as Exhibit D (the "Disclosure Agreement"); and
WHEREAS, this Supplemental Resolution shall constitute a Supplemental
Resolution under the terms of the Authorizing Resolution.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CLEARWATER, FLORIDA, as follows:
SECTION 1. For purposes of the Resolution, the following definitions in the
Authorizing Resolution are hereby modified or added to read as follows:
"Bonds" shall mean the Series 2022 Bonds, which were originally denominated in
the Authorizing Resolution as Series 2020 Bonds, and are redesignated in accordance
with Section 2.01 of the Authorizing Resolution, and any other Non -Ad Valorem Debt then
Outstanding.
"Financial Advisor" shall mean Public Resources Advisory Group, Inc., or any other
Resolution No. 22-14
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financial advisor appointed from time to time by the Issuer.
"Non -Ad Valorem Debt" shall mean (i) all financial obligations appearing on the
Issuer's most recent audited financial statements that are secured by or payable in whole
or part from any Non -Ad Valorem Revenues, (ii) financial obligations that are secured by
or payable in whole or part from any Non -Ad Valorem Revenues, (iii) financial obligations
of other Persons that are guaranteed or secured by any of the Issuer's Non -Ad Valorem
Revenues, provided however that unless the Issuer actually used or expended its Non -
Ad Valorem Revenues to pay such other Person's obligations during the prior two Fiscal
Years, such Non -Ad Valorem Debt shall be excluded and (iv) lease obligations secured
by or payable from any Non -Ad Valorem Revenues. Such obligation shall not be
considered Non -Ad Valorem Debt unless the Issuer has actually used Non -Ad Valorem
Revenues to pay such obligation during the immediately preceding Fiscal Year or
reasonably expects to use Non -Ad Valorem Revenues to pay such obligation in the
current or immediately succeeding Fiscal Year.
SECTION 2. A new section 5.05 is hereby added to Resolution 19-34 to read as
follows:
SECTION 5.05. Anti -Dilution Test. The Issuer may incur
additional Non -Ad Valorem Debt secured by all or a portion of the Non -Ad
Valorem Revenues only if the total amount of Non -Ad Valorem Revenues
for the prior Fiscal Year were at least 1.50x times the Maximum Annual Debt
Service of all then Outstanding Non -Ad Valorem Debt, including the
proposed Non -Ad Valorem Debt to be issued.
For purposes of the covenants in this Section 5.05, in calculating the
Maximum Annual Debt Service on balloon indebtedness whether such Non -
Ad Valorem Debt is bearing interest at a fixed or variable rate, such balloon
indebtedness shall be assumed to amortize over twenty-five (25) years on
a level debt service basis. For purposes of this paragraph, "balloon
indebtedness" includes indebtedness if 25% or more of the principal amount
thereof comes due in any one year.
For purposes of the covenants in this Section 5.05, Maximum Annual
Debt Service on Non -Ad Valorem Debt means, with respect to Non -Ad
Valorem Debt that bears interest at a fixed interest rate, the actual Maximum
Annual Debt Service, and with respect to Non -Ad Valorem Debt that bears
interest at a variable interest rate, Maximum Annual Debt Service on such
Non -Ad Valorem Debt shall be determined assuming an interest rate that
accrues at the current "Bond Buyer Revenue Bond Index" as published in
The Bond Buyer immediately prior to any such calculation.
SECTION 3. It is hereby ascertained, determined and declared that it is in the best
Resolution No. 22-14
3
interest of the Issuer to provide for the sale by competitive bid of the Series 2022 Bonds.
SECTION 4. (A) The form of the Summary Notice of Sale and the Official Notice
of Sale attached hereto as Exhibits A and B, respectively, are hereby approved, subject
to such changes, insertions and omissions and filling of blanks therein as may be
approved and made in such form by the City Manager or Finance Director in a manner
consistent with the terms of this resolution. The City Manager or Finance Director is
hereby authorized to accept the offer of the Purchaser to purchase the Series 2022 Bonds
in accordance with the terms of the Official Notice of Sale; provided, however, that (i) the
aggregate stated principal amount of the Series 2022 Bonds shall not exceed
$30,000,000, (ii) the true interest cost rate of the Series 2022 Bonds shall not exceed
5.50%, (iii) the Series 2022 Bonds shall be subject to redemption prior to maturity as
provided in the Official Notice of Sale, and (iv) the final maturity date for the Series 2022
Bonds shall not be later than 2052. The City Manager or Finance Director is hereby
authorized to award the sale of the Series 2022 Bonds to the Purchaser for and on behalf
of the Issuer pursuant to the terms hereof and of the Official Notice of Sale. The Issuer
hereby authorizes the publication of the Summary Notice of Sale pursuant to the
requirements of law.
(B) Prior to the delivery of the Series 2022 Bonds, the Purchaser will provide
the Issuer with a disclosure statement containing the information required by Section
218.38(1)(b)2., Florida Statutes and a Truth in Bonding Statement pursuant to Section
218.385, Florida Statutes, substantially in the forms provided by the Official Notice of
Sale.
SECTION 5. The Issuer hereby ratifies and approves the form of the Preliminary
Official Statement relating to the Series 2022 Bonds which is attached hereto as Exhibit
C. The Issuer hereby ratifies and approves the use of such Preliminary Official Statement
as part of the competitive sale of the Series 2022 Bonds. The Issuer hereby authorizes
execution and delivery of a final Official Statement (with such changes as are necessary
to describe the final terms of the Series 2022 Bonds) by the Mayor and the City Manager,
which execution and delivery shall constitute complete evidence of the approval of such
final Official Statement by the Issuer.
SECTION 6. The Issuer hereby approves the form of the Disclosure Agreement
attached hereto as Exhibit D. Subject to satisfaction of the conditions in Section 3(A)
hereof, the Disclosure Agreement shall be executed in the name of the Issuer with the
manual signature of the Mayor and the City Manager, and the official seal of the Issuer
shall be imprinted thereon and attested with the manual signature of the City Clerk. The
execution and delivery thereof in the manner described in the preceding sentence shall
constitute complete approval of such Disclosure Agreement by the Issuer, including any
changes to the form being approved, and shall be deemed to be a part of this instrument
as fully and to the same extent as if incorporated verbatim herein.
SECTION 7. U.S. Bank Trust Company, National Association, is hereby appointed
Registrar and Paying Agent relating to the Series 2022 Bonds. The Issuer and the
Resolution No. 22-14
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Registrar and Paying Agent will enter into a Registrar and Paying Agent Agreement
relating to the Series 2022 Bonds, in a form to be approved by the City Attorney and Bond
Counsel. Subject to satisfaction of the conditions in Section 3(A) hereof, the Bond
Registrar and Paying Agent shall be executed in the name of the Issuer with the manual
signature of the Mayor and City Manager and the official seal of the Issuer shall be
imprinted thereon and attested with the manual signature of the City Clerk. The execution
and delivery thereof in the manner described in the preceding sentence shall constitute
complete approval of such Bond Registrar and Paying Agent Agreement by the Issuer.
SECTION 8. The members of the City Council and the Issuer's officers, attorneys
and other agents and employees are hereby authorized and directed to execute any and
all certifications or other instruments or documents required by the Resolution or any
other document referred to above as a prerequisite or precondition to the issuance of the
Series 2022 Bonds and any such representation made therein 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 Series 2022 Bonds is hereby approved, confirmed and
ratified.
SECTION 9. All prior resolutions of the Issuer inconsistent with the provisions of
this Resolution are hereby amended and supplemented to conform with the provisions
herein contained and, except as may otherwise amended and supplemented hereby, the
Resolution shall remain in full force and effect.
SECTION 10. 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, though not expressly prohibited, or against public policy, or shall for any
reason whatsoever be held invalid, then such covenants, agreements or provisions shall
be null and void and shall be deemed separable from the remaining covenants,
agreements and provisions of this Resolution and shall in no way affect the validity of any
of the other covenants, agreements or provisions hereof or of the Series 2022 Bonds
issued hereunder.
SECTION 11. Except as may be expressly described herein or in the Authorizing
Resolution, nothing in the Authorizing Resolution, this Supplemental Resolution or in the
Series 2022 Bonds, expressed or implied, is intended or shall be construed to confer upon
any person or entity other than the Issuer and the Series 2022 Bondholders any right,
remedy or claim, legal or equitable, under and by reason of the Resolution or any
provision thereof, or of the Series 2022 Bonds, all provisions hereof and thereof being
intended to be and being for the sole and exclusive benefit of the Issuer and the Series
2022 Bondholders from time to time.
SECTION 12. Neither the members of the City Council nor any person executing
the Series 2022 Bonds shall be personally liable therefor or be subject to any personal
liability or accountability by reason of the issuance thereof.
Resolution No. 22-14
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SECTION 13. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED by the City Council of the City of Clearwater, Florida this
.. day of ,Tunp , 2022.
fr„,
CITY OF CLEARWATER, FLORIDA
By:
6„7-J,.„
Frank Hibbard, Mayor
Approved as to form: Attest:
atk
Epi• David Margolis, City Attorney
6
Resolution No. 22-14
EXHIBIT A
FORM OF SUMMARY NOTICE OF SALE
Resolution No. 22-
A-1
SUMMARY NOTICE OF SALE
$30,000,000*
CITY OF CLEARWATER, FLORIDA
NON -AD VALOREM REVENUE BONDS, SERIES 2022
(IMAGINE CLEARWATER IMPROVEMENTS)
ELECTRONIC BIDS, via BiDCOMP/PARITY Competitive Bidding System (BiDCOMP/Parity)
only, will be received by the City of Clearwater, Florida (the "Issuer") for the purchase of all, but not less
than all, of the Issuer's $30,000,000* Non -Ad Valorem Revenue Bonds, Series 2022 (Imagine Clearwater
Improvements) (the "Bonds"), until [10:30 a.m., local Tampa, Florida time, on Tuesday, June 28, 2022,] or
such other date (which date shall be no earlier than ten (10) days from the date of publication hereof) to be
established by the Finance Director of the Issuer and communicated via Thomson Municipal Market
Monitor at the internet website address www.tm3.com pertaining to this competitive sale at least 18 hours
prior to the date of such sale.
All bids will be reviewed, and the winning bid will be determined publicly at the Municipal
Services Building, 3rd Floor Finance Conference Room, 100 S. Myrtle Avenue, Clearwater, FL 33756
following receipt of bids as described in this Notice of Sale.
Bonds Dated: Date of Delivery
Principal*:
Payable annually on October 1, commencing October 1, 2023
through and including October 1, 2052, in the estimated amounts
set forth in the Notice of Sale
Optional Bond Insurance: At the option and expense of the bidder as set forth in the Notice
of Sale
Legal Opinion: Bryant Miller Olive P.A., Tallahassee, Florida, Bond Counsel
Bids must be electronically submitted only via BiDCOMP/Parity on an "all -or -none" basis. Copies of
the Notice of Sale and the Preliminary Official Statement may be obtained electronically at
www.munios.com, or on a limited basis, from Brian Jay Ravins, Finance Director, The City of Clearwater,
100 S. Myrtle Avenue, 3rd Floor, Clearwater, Florida 33756; or from the Financial Advisor, Natalie Sidor,
Public Resources Advisory Group Inc., 150 Second Avenue North, Suite 400, St. Petersburg, Florida 33701,
(727) 822-3339. For more information about the Electronic Platform, potential bidders may call
BiDCOMP/Parity at (212) 849-5021.
CITY OF CLEARWATER, FLORIDA
*Preliminary, subject to adjustment.
EXHIBIT B
FORM OF OFFICIAL NOTICE OF SALE
Resolution No. 22-
B-1
NOTICE OF SALE
$30,000,000*
CITY OF CLEARWATER, FLORIDA
NON -AD VALOREM REVENUE BONDS, SERIES 2022
(IMAGINE CLEARWATER IMPROVEMENTS)
ELECTRONIC BIDS, via BiDCOMP/PARITY Competitive Bidding System (BiDCOMP/Parity) only,
will be received by the City of Clearwater, Florida (the "Issuer") for the purchase of all, but not less than all, of the
Issuer's $30,000,000* Non -Ad Valorem Revenue Bonds, Series 2022 (Imagine Clearwater Improvements) (the
"Bonds"), until [10:30 a.m., local Tampa, Florida time, on Tuesday, June 28, 2022.]
The Bonds
Authorization and Security
The Bonds are being issued to (i) finance and/or reimburse a portion of the costs of acquisition, design,
construction, reconstruction, renovation, expansion, improving and equipping of the Imagine Clearwater Project,
and (ii) pay costs of issuance for the Bonds.
The Bonds are being issued pursuant to the provisions of the Constitution and laws of the State of Florida,
particularly Chapter 166, Florida Statutes, the municipal charter of the Issuer and other applicable provisions of
law, and Resolution No. 19-34 duly adopted by the City Council of the Issuer on November 21, 2019, as the same
may be amended and supplemented, and as particularly supplemented by Resolution No. [22 -XX] duly adopted by
City Council of the Issuer on June 16, 2022 (collectively, the "Resolution") and are subject to all 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 which are budgeted and appropriated by
the Issuer in accordance with 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 on deposit in the
funds and accounts established under the Resolution. The Issuer has covenanted and has agreed to appropriate in
its annual budget for each Fiscal Year and deposit into the Debt Service Funds sufficient amounts 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
"Non -Ad Valorem Revenues" are defined in the Resolution to 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.
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
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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 IN THE RESOLUTION.
Book -Entry Only
The Bonds shall be initially issued in the form of a separate single certificated fully registered Bond for
each maturity. Upon initial issuance, the ownership of the Bonds shall be registered in the registration books kept
by the Registrar in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). As long as
the Bonds shall be registered in the name of Cede & Co., all payments on the Bonds shall be made by the Paying
Agent by check or draft or by wire transfer to Cede & Co., as Holder of the Bonds. The foregoing notwithstanding,
until such time as participation in the book -entry system is discontinued, the provisions set forth in the existing
Blanket Issuer Letter of Representations previously executed by the Issuer and on file with DTC shall apply to the
payment of principal and interest on the Bonds.
Description of the Bonds and Interest Payment Dates
All Bonds shall be in fully registered form in denominations of $5,000 or any integral multiple thereof,
shall be dated the date of delivery (expected to be [July 14, 2022]) and shall bear interest payable on April 1 and
October 1 of each year, commencing April 1, 2023, or such other date as determined by the Issuer.
Principal Amortization of the Bonds
Principal of the Bonds will be paid on the following dates in the following principal amounts:
Maturity Principal
(October 1) Amount*
2023 $195,000
2024 490,000
2025 515,000
2026 540,000
2027 565,000
2028 595,000
2029 625,000
2030 655,000
2031 690,000
2032 725,000
2033 760,000
2034 795,000
2035 835,000
2036 880,000
2037 925,000
2038 970,000
2039 1,020,000
2040 1,070,000
2041 1,120,000
2042 1,180,000
2043 1,235,000
2044 1,285,000
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2045 1,340,000
2046 1,390,000
2047 1,445,000
2048 1,505,000
2049 1,565,000
2050 1,630,000
2051 1,695,000
2052 1,760,000
*Preliminary, subject to adjustment as provided herein.
Adjustment to Principal Amounts
The preliminary aggregate principal amount of the Bonds and the preliminary principal amount of each
maturity on the Bonds as set forth in this Notice of Sale (the "Preliminary Aggregate Principal Amount" and the
"Preliminary Principal Amount" of each periodic payment, respectively; collectively, the "Preliminary Amounts")
may be revised before the receipt of electronic bids for their purchase. ANY SUCH REVISIONS made prior to the
receipt of electronic bids (the "Revised Aggregate Principal Amount" and the "Revised Principal Amount" of each
payment, respectively; collectively, the "Revised Amounts") WILL BE PUBLISHED ON THOMSON
MUNICIPAL MARKET MONITOR ("TM3") (www.TM3.com) NOT LATER THAN 9:00 a.m. (LOCAL
TAMPA, FLORIDA TIME) ON THE ANNOUNCED DATE FOR RECEIPT OF BIDS. In the event that no such
revisions are made, the Preliminary Amounts will constitute the Revised Amounts. Bidders shall submit bids based
on the Revised Amounts and the Revised Amounts will be used to compare bids and select a winning bidder.
As promptly as reasonably possible after the bids are received, the Issuer will notify the bidder to whom
the Bonds will be awarded, if and when such award is made, and such bidder, upon such notice, shall advise the
Issuer of the initial reoffering prices to the public of each maturity of the Bonds (the "Initial Reoffering Prices").
Such Initial Reoffering Prices, among other things, will be used by the Issuer to calculate the final principal amount
of each principal payment on the Bonds (the "Final Aggregate Principal Amount" and the "Final Principal Amount"
of each principal payment, respectively; collectively, the "Final Amounts") to accommodate the financing
objectives of the Issuer. The Final Aggregate Principal Amount of the Bonds will not be reduced or increased by
more than 15% from the Revised Aggregate Principal Amount unless the winning bidder agrees to a greater
percentage change. THE SUCCESSFUL BIDDER MAY NOT WITHDRAW ITS BID OR CHANGE THE
INTEREST RATES BID OR THE INITIAL REOFFERING PRICES AS A RESULT OF ANY CHANGES MADE
TO THE REVISED AMOUNTS. The dollar amount bid by the successful bidder will be adjusted to reflect changes
in the dollar amount of the underwriter's discount and the original issue discount/premium, if any, but will not
change the selling compensation per $1,000 of par amount of the Bonds from the selling compensation that would
have been received based on the purchase price for the Bonds in the winning bid and the Initial Reoffering Prices.
The Final Amounts will be communicated to the successful bidder as soon as possible, but not later than 3:00 P.M.
the day after awarding the Bonds.
Term Bond Option
Any bidder may, at its option, specify that the maturities of the Bonds maturing after October 1, 2042, will
consist of term bonds which are subject to mandatory sinking fund redemption in consecutive years immediately
preceding the maturity thereof (each a "Term Bond") as designated in the bid of such bidder. In the event that the
bid of the successful bidder specifies that a permitted maturity of the Bonds will be a Term Bond, such Term Bond
will be subject to mandatory sinking fund redemption on October 1, in each applicable year, in the principal amount
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for such year as set forth hereinbefore under the heading "Principal Amortization of the Bonds," at a Redemption
Price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption
date, without premium.
Optional Redemption
The Bonds maturing on or after October 1, 2033, are subject to redemption prior to their stated dates of
maturity at the option of the Issuer in whole or in part on any date on or after October 1, 2032, and if in part, from
such maturities as the Issuer shall designate, at the Redemption Price of par plus accrued interest to the redemption
date.
Optional Bond Insurance
The Issuer is not planning to purchase bond insurance at its expense to insure all or some of the Bonds.
However, bidders, at their own expense, may elect to insure all or a portion of the Bonds, and such insurance may
be obtained from one or more bond insurance providers identified by the successful bidder.
The successful bidder agrees to disclose to the Issuer the cost of any such insurance obtained from each (if
more than one) insurance provider used, and to which serial bond or term bond maturity or maturities such insurance
applies. The successful bidder must certify to the net interest cost benefit from the use of bond insurance, as more
fully described in "Undertakings of the Successful Bidder" herein. Insured ratings with the use of bond insurance,
if required, are to be applied for by the successful bidder, and costs incurred for such ratings must be paid at the
successful bidder's expense. The Issuer will not amend the Resolution nor adopt any other resolution or enter any
agreement to accommodate the bidder's purchase of insurance.
Electronic Bidding and Bidding Procedures
Registration to Bid
All prospective bidders must be contracted customers of BiDCOMP/Parity Competitive Bidding System.
If you do not have a contract with BiDCOMP, call (212) 849-5021 to become a customer. By submitting a bid for
the Bonds, a prospective bidder represents and warrants to the Issuer that such bidder's bid for the purchase of the
Bonds (if a bid is submitted in connection with the sale) is submitted for and on behalf of such prospective bidder
by an officer or agent who is duly authorized to bind the prospective bidder to a legal, valid, and enforceable contract
for the purchase of the Bonds.
If any provisions of this Notice of Sale shall conflict with information provided by BiDCOMP/Parity as
approved provider of electronic bidding services, this Notice of Sale shall control. Further information about
BiDCOMP/Parity, including any fee charged, may be obtained from BiDCOMP/Parity at (212) 849-5021.
Disclaimer
Each prospective bidder shall be solely responsible to register to bid via BiDCOMP/Parity. Each qualified
prospective bidder shall be solely responsible to make necessary arrangements to access BiDCOMP/Parity for
purposes of submitting its bid in a timely manner and in compliance with the requirements of this Notice of Sale.
Neither the Issuer nor BiDCOMP/Parity shall have any duty or obligation to undertake such registration to bid for
any prospective bidder or to provide or assure such access to any qualified prospective bidder, and neither the Issuer
nor BiDCOMP/Parity shall be responsible for a bidder's failure to register to bid or for proper operation of or have
any liability for any delays or interruptions of, or any damages caused by BiDCOMP/Parity. The Issuer is using
BiDCOMP/Parity as a communication mechanism, and not as the Issuer's agent, to conduct the electronic bidding
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for the Bonds. The Issuer is not bound by any advice and determination of BiDCOMP/Parity to the effect that any
particular bid complies with the terms of this Notice of Sale and in particular the "Bid Specifications" hereinafter
set forth. All costs and expenses incurred by prospective bidders in connection with their registration and submission
of bids via BiDCOMP/Parity are the sole responsibility of the bidders; and the Issuer is not responsible, directly or
indirectly, for any such costs or expenses. If a prospective bidder encounters any difficulty in registering to bid or
submitting, modifying, or withdrawing a bid for the Bonds, it should telephone BiDCOMP/Parity.
Bidding Procedures
Bids must be submitted electronically for the purchase of the Bonds (all or none) via BiDCOMP/Parity by
[10:30 a.m., local Tampa, Florida time, on Tuesday, June 28, 2022] unless postponed as described herein (see
"Change of Bid Date and Closing Date"). Prior to that time, a prospective bidder may input and save proposed
terms of its bid in BiDCOMP. Once the final bid has been saved in BiDCOMP, the bidder may select the final bid
button in BiDCOMP to submit the bid to BiCOMP/Parity. Once the bids are communicated electronically via
BiDCOMP/Parity to the Issuer, each bid will constitute an irrevocable offer to purchase the Bonds on the terms
therein provided. For purposes of the electronic bidding process, the time as maintained on BiDCOMP shall
constitute the official time. For information purposes only, bidders are requested to state in their bids the true interest
cost to the Issuer, as described under "Award of the Bonds" below, represented by the rate or rates of interest and
the bid price specified in their respective bids.
No bids will be accepted in written form, by facsimile transmission or in any other medium or on any system
other than via BiDCOMP. No bid will be received after the time for receiving such bids specified above. All bids
will be reviewed, and the winning bid will be determined publicly at the Municipal Services Building, 3rd Floor
Finance Conference Room, 100 S. Myrtle Avenue, Clearwater, FL 33756 following receipt of bids as described in
this Notice of Sale.
Bid Specifications
Each bid for the Bonds must specify the amount bid for such Bonds and must specify in multiples of one-
eighth (1/8) or one -twentieth (1/20) of one percent (1%) the rate or rates of interest per annum which the Bonds are
to bear. Each bidder must bid a single rate for each maturity of the Bonds. No interest rate for the Bonds may
exceed five percent (5.00%). As specified in the Resolution, bids must be for not less than 98% of the par value of
the aggregate principal amount of the Bonds and the True Interest Cost ("TIC") cannot exceed [5.50%].
Good Faith Deposit
A good faith deposit (the "Deposit") in the amount equal to $300,000.00 (the "Deposit") is required in the
form of a Federal funds wire transfer to be submitted to the Issuer by the successful bidder not later than 5:00 p.m.,
local Tampa, Florida time, on the date of the sale (the "Wire Transfer Deadline"). The Deposit of the successful
bidder will be collected and the proceeds thereof retained by the Issuer to be applied in partial payment for the
Bonds and no interest will be allowed or paid to the successful bidder upon the amount thereof, but in the event the
successful bidder shall fail to comply with the terms of the respective bid, the proceeds thereof will be retained as
and for full liquidated damages.
The Issuer will distribute wiring instructions for the Deposit to the successful bidder upon verification of
the bids submitted by the bidders and prior to the Wire Transfer Deadline. If the Deposit is not received by the Wire
Transfer Deadline, the award of the sale of the Bonds to the successful bidder may be cancelled by the Issuer in its
discretion without any financial liability of the Issuer to the successful bidder or any limitation whatsoever on the
5
Issuer's right to sell the Bonds to a different purchaser upon such terms and conditions as the Issuer shall deem
appropriate.
Award of the Bonds
The Issuer will not accept and will reject any bid for less than all of the above-described Bonds. The Issuer
reserves the right to reject any and all bids and to waive any irregularities or informalities in any bid or to take any
other action the Issuer may deem to be in the best interest of the Issuer. The judgment of the Issuer shall be final
and binding upon all bidders with respect to the form and adequacy of any bid received and as to its conformity
with the terms of this Notice of Sale.
The award of the Bonds, if made, will be made as promptly as possible after the bids are opened to the
bidder offering the lowest interest rate to the Issuer for the Bonds. The lowest interest rate shall be determined in
accordance with the true interest cost (TIC) method by doubling the semiannual interest rate (compounded
semiannually) necessary to discount the debt service payments from the payment dates to the date of the Bonds and
to the price bid. If more than one bid offers the same lowest true interest cost, the successful bid will be selected
by lot from among all such bids. Each bidder shall include in its bid a statement of true interest cost offered in its
bid, but this statement shall not be deemed to be part of the bid. Upon notice of such award, the winning bidder
shall advise the Issuer of the Initial Reoffering Prices to the public of each maturity of the Bonds.
Change of Bid Date and Closing Date
The Issuer reserves the right to postpone, from time to time, the date established for the receipt of bids and
will undertake to notify registered prospective bidders via notification published on TM3 (www.tm3.com).
Prospective bidders may request notification by email of any such changes in the date or time for the receipt of bids
by so advising, and furnishing their email address to Public Resources Advisory Group at nsidor(2 pragadvisors.com
by 12:00 Noon, Tampa, Florida time, on the day prior to the announced date for receipt of bids. In addition, the
Issuer reserves the right to make changes to this Notice of Sale. Such changes will be announced on TM3.
A postponement of the bid date will be announced via TM3 not later than 9:30 a.m., Tampa, Florida time,
on the announced date for receipt of bids, and an alternative sale date and time will be announced via TM3 at least
18 hours prior to such alternative date for receipt of bids.
On any such alternative date and time for receipt of bids, the Issuer will accept electronic bids for the
purchase of the Bonds, such bids to conform in all respects to the provisions of this Notice of Sale, except for the
changes in the date and time for receipt of bids and any other changes announced via TM3 at the time the date and
time for receipt of bids are announced.
Undertakings of the Successful Bidder
THE SUCCESSFUL BIDDER SHALL MAKE A BONA FIDE PUBLIC OFFERING OF THE BONDS AT
THEIR RESPECTIVE INITIAL REOFFERING PRICES AND SHALL PROVIDE THE RELATED
CERTIFICATION DESCRIBED BELOW.
The successful bidder shall, within 30 minutes after being notified of the award of the Bonds, advise the
Issuer in writing (via email) of the Initial Reoffering Prices for the Bonds. The successful bidder must, by email or
delivery received by the Issuer within 24 hours after notification of the award, furnish the following information to
the Issuer to complete the Official Statement in final form, as described below:
6
A. Selling compensation (aggregate total anticipated compensation to the underwriters expressed in dollars,
based on the expectation that all the Bonds are sold at the prices or yields at which the successful bidder
advised the Issuer that the Bonds were initially offered to the public).
B. The identity of the underwriters if the successful bidder is part of a group or syndicate.
C. Whether the successful bidder will utilize bond insurance for any of the Bonds and, if so, the maturities
insured and name and contact information for the bond insurer.
D. Any other material information that the Issuer determines is necessary to complete the Official Statement
in final form.
In addition, if municipal bond insurance is used for any of the Bonds, the successful bidder shall include
the following in its certification described above:
(I) The present value of the fee paid to the bond insurer for insuring the Bonds (the "Credit Facility")
(using a discount rate the expected yield on the Bonds treating the fee paid as interest on the Bonds)
is less than the present value of the interest reasonably expected to be saved on the Bonds over the
term of the Bonds as a result of the Credit Facility, that the fee paid for the Credit Facility does not
exceed a reasonable, arm's length charge for the transfer of credit risk, and that the fee does not
include any payment for any direct or indirect services other than the transfer of credit risk.
After the award of the Bonds, the Issuer will prepare copies of the final Official Statement and will include
therein such additional information concerning the reoffering of the Bonds as the successful bidder may reasonably
request. The successful bidder will be responsible to the Issuer in all aspects for the accuracy and completeness of
information provided by such successful bidder with respect to such reoffering.
Issue Price Certificate
The successful bidder shall assist the Issuer in establishing the issue price of the Bonds and shall execute
and deliver to the Issuer on or prior to the Closing Date (as defined below) an "issue price" or similar certificate
setting forth the reasonably expected initial offering prices to the public or the actual sales price or prices of the
Bonds, together with the supporting pricing wires or equivalent communications, substantially in the applicable
form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable
judgment of the successful bidder, the Issuer and Bond Counsel.
Competitive Sale Requirements. The Issuer intends that the provisions of Treasury Regulation Section 1.148-
1 (f)(3)(i) (defining "competitive sale" for purposes of establishing the issue price of the Bonds) will apply to the
initial sale of the Bonds ("competitive sale requirements") because:
(1) the Issuer has disseminated this Notice of Sale to potential underwriters in a manner that is
reasonably designed to reach potential underwriters;
(2) all bidders shall have an equal opportunity to bid;
(3)
the Issuer expects to receive bids from at least three underwriters of municipal bonds who
have established industry reputations for underwriting new issuances of municipal bonds;
and
(4) the Issuer anticipates awarding the sale of the Bonds to the bidder who submits a firm offer
to purchase the Bonds at the lowest true interest cost, as set forth in this Notice of Sale.
7
In the event that the competitive sale requirements are not satisfied, the Issuer shall so advise the successful bidder.
In such case, the Issuer shall treat the first price at which 10% of a maturity of the Bonds is sold to the public (the
"10% test") as the issue price of that maturity, applied on a maturity -by -maturity basis. The successful bidder shall
advise the Issuer if any maturity of the Bonds satisfies the 10% test as of the date and time of the award of the
Bonds.
Any bid submitted pursuant to this Notice of Sale shall be considered a firm bid for the purchase of the
Bonds. By submitting a bid for the Bonds, a bidder represents and warrants to the Issuer that the bidder
has an established industry reputation for underwriting new issuances of municipal bonds and such bidder's
bid is submitted for and on behalf of such bidder by an officer or agent who is duly authorized to bind the
bidder to a legal, valid and enforceable contract for the purchase of the Bonds. Once the bids are
communicated electronically via PARITY® to the Issuer, each bid will constitute an irrevocable offer to purchase
the Bonds on the terms herein and therein provided.
The Issuer will not require bidders to comply with the "hold -the -offering -price rule" set forth in Treasury
Regulation Section 1.148-1(t)(2)(ii).
If the competitive sale requirements are not satisfied, then until the 10% test has been satisfied as to each
maturity of the Bonds, the successful bidder agrees to promptly report to the Issuer the prices at which the unsold
Bonds of each maturity have been sold to the public. That reporting obligation shall continue, whether or not the
Closing Date has occurred, until the 10% test has been satisfied for each maturity or until all Bonds of that maturity
have been sold.
By submitting a bid and if the competitive sale requirements are not met, each bidder confirms that: (i) any
agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the
bidder is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires,
contains or will contain language obligating each underwriter, each dealer who is a member of the selling group,
and each broker-dealer that is a party to such retail distribution agreement, as applicable, to report the prices at
which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the successful bidder
that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been
sold to the public, if and for so long as directed by the successful bidder and as set forth in the related pricing wires,
and (ii) any agreement among underwriters relating to the initial sale of the Bonds to the public, together with the
related pricing wires, contains or will contain language obligating each underwriter that is a party to a retail
distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each
broker-dealer that is a party to such retail distribution agreement to report the prices at which it sells to the public
the unsold Bonds of each maturity allotted to it until it is notified by the successful bidder or such underwriter that
either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold
to the public, if and for so long as directed by the successful bidder or such underwriter and as set forth in the related
pricing wires.
Sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the
public for purposes of this Notice of Sale. Further, for purposes of this Notice of Sale:
(i)
"public" means any person other than an underwriter or a related party,
(ii) "underwriter" means (A) any person that agrees pursuant to a written contract (i.e. this
Notice of Sale) with the Issuer (or with the lead underwriter to form an underwriting
syndicate) to participate in the initial sale of the Bonds to the public and (B) any person
that agrees pursuant to a written contract directly or indirectly with a person described in
clause (A) to participate in the initial sale of the Bonds to the public (including a member
8
of a selling group or a party to a retail distribution agreement participating in the initial sale
of the Bonds to the public),
(iii) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and
the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of
the voting power or the total value of their stock, if both entities are corporations (including
direct ownership by one corporation of another), (ii) more than 50% common ownership
of their capital interests or profits interests, if both entities are partnerships (including direct
ownership by one partnership of another), or (iii) more than 50% common ownership of
the value of the outstanding stock of the corporation or the capital interests or profit
interests of the partnership, as applicable, if one entity is a corporation and the other entity
is a partnership (including direct ownership of the applicable stock or interests by one entity
of the other), and
(iv) "sale date" means the date that the Bonds are awarded by the Issuer to the successful bidder.
Official Statement
Not later than seven (7) business days after the award of the Bonds to the successful bidder on the day of
sale, the Issuer will deliver to the successful bidder an Official Statement, which is expected to be substantially in
the form of the Preliminary Official Statement referred to below. If so requested by the successful bidder at or
before the close of business on the date of the sale, the Issuer will include in the Official Statement such pricing and
other information with respect to the terms of the reoffering of the Bonds by the successful bidder ("Reoffering
Information"), if any, as may be specified and furnished in writing by the successful bidder. If no Reoffering
Information is specified and furnished by the successful bidder, the Official Statement will include the interest rates
on the Bonds resulting from the bid of the successful bidder and the other statements with regard to reoffering
contained in the Preliminary Official Statement. The successful bidder shall be responsible to the Issuer and its
officials for the Reoffering Information, and for all decisions made by the successful bidder with respect to the use
or omission of the Reoffering Information in any reoffering of the Bonds, including the presentation or exclusion
of any Reoffering Information in any documents, including the Official Statement. The successful bidder for the
Bonds will also be furnished, without cost, a reasonable number of copies of the Official Statement for the Bonds
(and any amendment or supplement thereto).
Delivery of the Bonds
It is anticipated that delivery will be on or about [July 14, 2022] upon due notice and at the expense of the
successful bidder, at the offices of DTC, upon payment of the amount of the successful bid (including any premium),
less the deposit theretofore made. Such payment shall be made in Federal Reserve Bank Funds ("Fed Funds"). The
Bonds will be accompanied by the customary closing documents, including a no -litigation certificate, effective as
of the date of delivery, stating that there is no litigation pending affecting the validity of any of the Bonds included
in this issue. It shall be a condition to the obligation of the successful bidder to accept delivery of and pay for the
Bonds that, simultaneously with or before delivery and payment for the Bonds, the respective bidder shall be
furnished a certificate or certificates of the Issuer to the effect that, to the best of their knowledge and belief, the
Official Statement (and any amendment or supplement thereto except for the Reoffering Information as to which
no view will be expressed) as of the date of sale and as of the date of delivery of the Bonds does not contain any
untrue statement of a material fact and does not omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, and that between the date of
the most recent audited financial statements and the date of delivery of the Bonds there has been no material adverse
change in the financial position or revenues of the Issuer, except as reflected or contemplated in the Official
Statement (and any amendment or supplement thereto).
9
Legal Opinion
The issuance of the Bonds will be subject to legal approval by Bryant Miller Olive, P.A., and copies of such
opinion will be delivered upon request, without charge, to the successful bidder for the Bonds. Such opinion shall
be substantially in the form included in Appendix D to the Preliminary Official Statement referred to below.
The legal opinion (or reliance letter thereon) of Nabors, Giblin & Nickerson, P.A., Disclosure Counsel,
with respect to certain matters concerning the Final Official Statement will be furnished without charge to the
successful bidder at the time of delivery of the Bonds.
CUSIP Numbers
It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to
print any such number on any bond nor any error with respect thereto shall constitute cause for a failure or refusal
by the successful bidder to accept delivery of and pay for the Bonds in accordance with the terms of this Notice of
Sale. Public Resources Advisory Group (the "Financial Advisor") will timely apply for CUSIP numbers with
respect to the Bonds as required by MSRB Rule G-34. All expenses in relation to the printing of the CUSIP
identification numbers on the Bonds shall be paid by the Issuer. However, the CUSIP Service Bureau charge for
the assignment of such numbers shall be the responsibility of and shall be paid by the successful bidder.
Continuing Disclosure
In order to assist the successful bidder with its obligation under SEC Rule 15c2 -12(b)(5), the Issuer has
covenanted to provide certain ongoing disclosure with respect to the Bonds. The Issuer's continuing disclosure
covenant is more fully described in the Preliminary Official Statement referred to below.
Truth -In -Bonding Statement
Each bidder will be required to fill out the Truth in Bonding section set out in the form attached hereto as
Exhibit B pursuant to Section 218.385(2), Florida Statutes prior to the award of the Bonds by the Issuer. THE
ISSUER RESERVES THE RIGHT TO ASSIST THE BIDDER IN CORRECTING ANY INCONSISTENCIES
OR INACCURACIES SET FORTH IN SUCH PARAGRAPHS. THE ISSUER MAY WAIVE ANY
INCONSISTENCIES OR INACCURACIES RELATING TO SUCH PARAGRAPHS AND ANY SUCH
WAIVED INCONSISTENCIES OR INACCURACIES SHALL NOT ADVERSELY AFFECT THE BID.
Additional Information
The Bonds are more particularly described in the Preliminary Official Statement of the Issuer relating to
the Bonds (the "Preliminary Official Statement"), available via the internet at www.munios.com. This Notice of
Sale contains certain information for quick reference only. It is not, and is not intended to be, a summary of the
Bonds. Each bidder is required to read the entire Preliminary Official Statement to obtain information essential to
making an informed investment decision. Capitalized terms used but not defined herein shall have the meaning
assigned to such terms in the Preliminary Official Statement. The Preliminary Official Statement is deemed final
by the Issuer as of its date for purposes of SEC Rule 15c2-12 but is subject to revision, amendment and completion
in the Official Statement referred to above.
Brian Jay Ravins, Finance Director
City of Clearwater, Florida
10
Exhibit A To Notice of Sale
Form of Issue Price Certificates
$30,000,000*
CITY OF CLEARWATER, FLORIDA
NON -AD VALOREM REVENUE BONDS, SERIES 2022
(IMAGINE CLEARWATER IMPROVEMENTS)
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of (the "Initial Purchaser"), hereby certifies as set forth below with
respect to the sale and issuance of the above -captioned obligations (the "Bonds").
[Alternate 1- Competitive Safe Harbor Met]
1. Reasonably Expected Initial Offering Price.
(a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the
Public by the Initial Purchaser are the prices listed in Schedule A (the "Expected Offering Prices"). The Expected
Offering Prices are the prices for the Maturities of the Bonds used by the Initial Purchaser in formulating its bid to
purchase the Bonds. Attached as Schedule B are true and correct copies of the (i) bid provided by the Initial
Purchaser to purchase the Bonds and (ii) the pricing wire or equivalent communication.
(b) The Initial Purchaser was not given the opportunity to review other bids prior to submitting
its bid.
(c) The bid submitted by the Initial Purchaser constituted a firm offer to purchase the Bonds.
(d) The Initial Purchaser has an established industry reputation for underwriting new issuances
of municipal bonds.
2. Defined Terms.
(a) `Issuer" means the City of Clearwater, Florida.
(b) "Maturity" means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate
Maturities.
(c) "Public" means any person (including an individual, trust, estate, partnership, association,
company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party"
for purposes of this certificate generally means any two or more persons who have (i) at least 50% common
ownership of the voting power or the total value of their stock, if both entities are corporations (including direct
ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits
interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more
than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or
profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership
(including direct ownership of the applicable stock or interests by one entity of the other).
(d) "Sale Date" means the date that the Bonds are awarded by the Issuer to the successful
bidder. The Sale Date of the Bonds is [DATE].
11
(e) "Underwriter" means (i) any person that agrees pursuant to a written contract with the
Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds
to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person
described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a
member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds
to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate
represents the Initial Purchaser's interpretation of any laws, including specifically Sections 103 and 148 of the
Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned
understands that the foregoing information will be relied upon by the Issuer with respect to certain of the
representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules
affecting the Bonds, and by Bond Counsel in connection with rendering its opinion that the interest on the Bonds is
excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form
8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
[INITIAL PURCHASER]
By:
Name:
Dated: [ISSUE DATE]
[Alternate 2 - Competitive Sale Requirements Not Met — General Rule to Apply]
I. Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first price
at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule
A. Each maturity of the Bonds of which at least 10% of such maturity has not yet been sold to the public (the
"Unsold Bonds") is also identified in Schedule A. Attached as Schedule B are true and correct copies of the (i) bid
provided by the Initial Purchaser to purchase the Bonds, and (ii) the pricing wire or equivalent communication for
the Bonds. The Initial Purchaser has and will comply with the requirements set forth under the heading "Issue Price
Certificate" in the Notice of Sale for the Bonds, including reporting on the sale prices of the Unsold Bonds after the
date hereof as provided therein.
2. Defined Terms.
(a) "Issuer" means the City of Clearwater, Florida.
(b) "Maturity" means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate
maturities.
(c) "Public" means any person (including an individual, trust, estate, partnership, association,
company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party"
for purposes of this certificate generally means any two or more persons who have (i) at least 50% common
ownership of the voting power or the total value of their stock, if both entities are corporations (including direct
ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits
interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more
than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or
profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership
(including direct ownership of the applicable stock or interests by one entity of the other).
(d) "Sale Date" means the date that the Bonds are awarded by the Issuer to the successful
bidder. The Sale Date of the Bonds is [DATE].
12
(e) "Underwriter" means (i) any person that agrees pursuant to a written contract with the
Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds
to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person
described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a
member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds
to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate
represents the Initial Purchaser's interpretation of any laws, including specifically Sections 103 and 148 of the
Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned
understands that the foregoing information will be relied upon by the Issuer with respect to certain of the
representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules
affecting the Bonds, and by Bond Counsel in connection with rendering its opinion that the interest on the Bonds is
excluded from gross income for federal income tax purposes, the preparation of Internal Revenue Service Form
8038-G, and other federal income tax advice it may give to the Issuer from time to time relating to the Bonds.
[INITIAL PURCHASER]
By:
Name:
Dated: [ISSUE DATE]
[SCHEDULE A]
[EXPECTED OFFERING PRICES — COMPETITVE SAFE HARBOR MET]
[SCHEDULE A]
[SALE PRICES OF THE GENERAL RULE MATURITIES]
(To Be Attached)
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(To Be Attached)
13
Exhibit B to Notice of Sale
Form of Truth -in -Bonding Statement and Disclosure
CITY OF CLEARWATER, FLORIDA
NON -AD VALOREM REVENUE BONDS, SERIES 2022
(IMAGINE CLEARWATER IMPROVEMENTS)
TRUTH -IN -BONDING STATEMENT
AND DISCLOSURE
In compliance with Section 218.385, Florida Statutes, as amended, the undersigned bidder submits the
following Truth -In -Bonding Statement with respect to the 2022 Bonds, as defined below (NOTE: For information
purposes only and not a part of the bid):
The City of Clearwater, Florida Non -Ad Valorem Revenue Bonds, Series 2022 (Imagine Clearwater
Improvements), (the "2022 Bonds") are being issued by the City of Clearwater, Florida (the "Issuer") in the
aggregate principal amount of $30,000,000* to (i) finance and/or reimburse a portion of the costs of acquisition,
design, construction, reconstruction, renovation, expansion, improving and equipping of the Imagine Clearwater
Project, and (ii) pay costs of issuance for the 2022 Bonds. The 2022 Bonds are expected to be paid over a period of
years, at a true interest cost of %, total interest paid over the life of the 2022 Bonds will be
The 2022 Bonds are being issued pursuant to the provisions of the Constitution and laws of the State of
Florida, particularly Chapter 166, Florida Statutes, the municipal charter of the Issuer and other applicable
provisions of law, and Resolution No. 19-34 duly adopted by the City Council of the Issuer on November 21, 2019,
as the same may be amended and supplemented, and as particularly supplemented by Resolution No. [22 -XX] duly
adopted by City Council of the Issuer on June 16, 2022 (collectively, the "Resolution").
The 2022 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 which are budgeted and appropriated
by the Issuer in accordance with 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 on deposit in the
funds and accounts established under the Resolution. The Issuer has covenanted and: agreed to appropriate in its
annual budget for each fiscal year and deposit into the Debt Service Fund sufficient amounts of Non -Ad Valorem
Revenues for the payment of principal of and interest on the 2022 Bonds in each fiscal year, and to make certain
other payments required by the Resolution, subject to the limitations described in the Resolution. Authorizing the
2022 Bonds will result in a maximum of approximately $ of such Pledged Funds not being available for
other services or purposes of the Issuer each year for approximately years.
In compliance with Section 218.386, Florida Statutes, the undersigned, on behalf of itself and all other
members of the underwriting group, if any, hereby certifies that neither it nor any member of the underwriting group
have paid any "finder's fees" as defined in Section 218.386, Florida Statutes, any bonus, fee or gratuity in
connection with the sale of the 2022 Bonds, except as the following:
Bidder's Name:
By:
Title:
Date:
14
EXHIBIT C
FORM OF PRELIMINARY OFFICIAL STATEMENT
Resolution No. 22-
C-1
PRELIMINARY OFFICIAL STATEMENT DATED , 2022
NEW ISSUE — BOOK -ENTRY ONLY RATING: See "RATING" herein.
In the opinion of bond counsel, assuming compliance by the City with certain
covenants, under existing statutes, regulations, and judicial decisions, the interest on the
Series 2022 Bonds will be excluded from gross income for federal income tax purposes of
the holders thereof and will not be an item of tax preference for purposes of the federal
alternative minimum tax. See "TAX MATTERS" herein for a description of other tax
consequences to holders of the Series 2022 Bonds.
eucx . AND ai.Nmrul.•Ivor ro BEACH
$30,000,000*
CITY OF CLEARWATER, FLORIDA
NON -AD VALOREM REVENUE BONDS,
SERIES 2022
(IMAGINE CLEARWATER IMPROVEMENTS)
Dated: Date of Delivery Due: October 1, as shown on inside cover
The $30,000,000* City of Clearwater, Florida Non -Ad Valorem Revenue Bonds,
Series 2022 (Imagine Clearwater Improvements) (the "Series 2022 Bonds") will be
issued only as fully registered bonds, without coupons, and when initially issued will be
registered to Cede & Co., as nominee of The Depository Trust Company, New York,
New York ("DTC"). Individual purchases will be made in book -entry form only, in the
principal amount of $5,000 or any integral multiple thereof. Beneficial owners of the
Series 2022 Bonds will not receive physical delivery of bond certificates. Interest on the
Series 2022 Bonds is payable commencing on April 1, 2023 and on each October 1 and
April 1 thereafter, until maturity or earlier redemption as more fully described herein. So
long as DTC or its nominee is the registered owner of the Series 2022 Bonds, payment of
the principal of and interest on such Series 2022 Bonds will be made directly to DTC.
Disbursements of such payments to DTC participants are the responsibility of DTC and
disbursements of such payments to the beneficial owners are the responsibility of DTC
participants (see "THE SERIES 2022 BONDS — Book -Entry Only System" herein). U.S.
Bank Trust Company, National Association, Orlando, Florida, is serving as Registrar and
Paying Agent for the Series 2022 Bonds.
Certain of the Series 2022 Bonds are subject to redemption prior to maturity as set
forth herein. See "THE SERIES 2022 BONDS — Redemption Provisions" herein.
Pursuant to the Resolution (as hereinafter defined), the City of Clearwater (the
"City") has covenanted and agreed to appropriate in its annual budget, by amendment, if
necessary, for each Fiscal Year in which the Series 2022 Bonds remain Outstanding,
sufficient amounts of Non -Ad Valorem Revenues into the Debt Service Fund (as such
terms are defined in the Resolution) for the payment of principal of and interest on the
Series 2022 Bonds and to make certain other payments required hereunder in each such
Fiscal Year. The covenant and obligation of the City to budget and appropriate such
amounts as described above is subject to certain caveats more fully described herein and
in the Resolution. See "SECURITY FOR THE SERIES 2022 BONDS" herein.
The Series 2022 Bonds are being issued pursuant to (a) the charter of the City, (b)
the Constitution and the laws of the State of Florida, particularly Chapter 166, Parts I and
II, Florida Statutes, and other applicable provisions of law, (c) Ordinance No. 9357-20
enacted by the City on February 6, 2020, and (d) Resolution No. 19-34 of the City,
adopted on November 21, 2019, as amended and supplemented by Resolution No. 22-_,
adopted [June 16], 2022 (collectively, the "Resolution"), to provide funds which will be
sufficient to (i) finance and/or reimburse a portion of the cost of acquisition, construction
and equipping of the Imagine Clearwater Project (as further described herein, the
"Project"), and (ii) pay related costs of issuance of the Series 2022 Bonds. Terms not
defined herein shall have the meanings given to them in the Resolution.
The Series 2022 Bonds are a portion of the bonds that were validated by a Final
Judgment of the Circuit Court of the Sixth Judicial Circuit of Florida, in and for Pinellas
County, Florida. See "VALIDATION" herein.
SEE THE INSIDE COVER PAGE FOR MATURITIES, PRINCIPAL
AMOUNTS, INTEREST RATES, PRICES, YIELDS AND INITIAL CUSIP
NUMBERS.
This cover page is not intended to be a summary of the terms or security
provisions of the Series 2022 Bonds. Investors are advised to read the entire Official
Statement to obtain information essential to the making of an informed investment
decision.
THE SERIES 2022 BONDS DO NOT CONSTITUTE A GENERAL
INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY
CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION OR LIMITATION,
AND NO BONDHOLDER SHALL EVER HAVE THE RIGHT TO REQUIRE OR
COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE
CITY OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN FOR
THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE SERIES 2022
BONDS OR THE MAKING OF ANY OTHER PAYMENTS IN CONNECTION
THEREWITH.
Pursuant to the provisions of the Official Notice of Sale, only electronic bids
for the Series 2022 Bonds will be received on behalf of the City up to [10:30 a.m.
(but not later than 10:30 a.m.), eastern time on June 28, 2022].
The Series 2022 Bonds are offered when, as and if issued and accepted by the
Underwriter subject to the approval of legality by Bryant Miller Olive P.A., Tallahassee,
Florida, Bond Counsel. Certain other legal matters will be passed upon for the City by
David Margolis, Esquire, City Attorney, and by Nabors, Giblin & Nickerson, P.A.,
Tampa, Florida, Disclosure Counsel to the City. Public Resources Advisory Group, Inc.,
St. Petersburg, Florida, is serving as Financial Advisor to the City. It is expected that the
Series 2022 Bonds, in definitive book -entry form, will be available for delivery through
DTC in New York, New York on or about , 2022.
The date of this Official Statement is , 2022.
* Preliminary, subject to change.
$30,000,000*
CITY OF CLEARWATER, FLORIDA
NON -AD VALOREM REVENUE BONDS, SERIES 2022
(IMAGINE CLEARWATER IMPROVEMENTS)
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES, YIELDS
AND INITIAL CUSIP NUMBERS
Maturity Principal Interest Initial CUSIP
(October 1)* Amount* Rate Price Yield Numberst
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042**
2043**
2044**
2045**
2046**
2047**
2048**
2049**
2050**
2051**
2052**
% Term Bonds Due October 1, 20 Price % Yield % Initial CUSIPt:
* Preliminary, subject to change.
** Subject to the Term Bond option as described in the Official Notice of Sale.
t The City is not responsible for the use of the CUSIP Numbers referenced herein nor is any representation
made by the City as to their correctness. The CUSIP Numbers provided herein are included solely for
the convenience of the readers of this Official Statement.
CITY OF CLEARWATER, FLORIDA
CITY OFFICES
One Clearwater Tower, 6th Floor
600 Cleveland Street
Clearwater, Florida 33758-4748
MAYOR
Frank V. Hibbard
CITY COUNCIL
David Allbritton
Kathleen Beckman
Mark Bunker
Lina Teixeira
APPOINTED OFFICIALS
Jon Jennings, City Manager
Michael Delk, Assistant City Manager
Micah Maxwell, Assistant City Manager
David Margolis, Esq., City Attorney
Brian J. Ravins, CGFO, Finance Director
BOND COUNSEL
Bryant Miller Olive P.A.
Tallahassee, Florida
FINANCIAL ADVISOR
Public Resources Advisory Group, Inc.
St. Petersburg, Florida
DISCLOSURE COUNSEL
Nabors, Giblin & Nickerson, P.A.
Tampa, Florida
REGISTRAR AND PAYING AGENT
U.S. Bank Trust Company, National Association
Orlando, Florida
No broker, dealer, salesman or other person has been authorized by the City to
give any information or to make any representation with respect to the Series 2022
Bonds, other than those contained in this Official Statement, and, if given or made, such
other information or representations must not be relied upon as having been authorized by
the foregoing. This Official Statement does not constitute an offer to sell or the
solicitation of an offer to buy, and there shall be no sale of the Series 2022 Bonds by any
person in any jurisdiction in which it is unlawful for such person to make such offer,
solicitation or sale.
The information set forth herein has been obtained from the City and other sources
which are believed to be reliable, but is not guaranteed as to accuracy or completeness by,
and is not to be construed as a representation of, the City with respect to any information
provided by others. The information and expressions of opinion herein are subject to
change without notice, and neither the delivery of this Official Statement nor any sale
made hereunder shall, under any circumstances, create any implication that there has been
no change in the affairs of the City since the date hereof or the earliest date as of which
such information is given.
THE SERIES 2022 BONDS HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, NOR HAS THE RESOLUTION BEEN
QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, IN RELIANCE
UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION
OR QUALIFICATION OF THE SERIES 2022 BONDS IN ACCORDANCE WITH
APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE STATES, IF
ANY, IN WHICH THE SERIES 2022 BONDS HAVE BEEN REGISTERED OR
QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR
QUALIFICATION IN CONNECTION WITH OTHER STATES CANNOT BE
REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE
STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE
MERITS OF THE SERIES 2022 BONDS OR THE ACCURACY OR
COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY
REPRESENTATIONS TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY
ON THEIR OWN EXAMINATION OF THE SECURITY FOR THE SERIES 2022
BONDS AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION
OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR
DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The order and placement of materials in this Official Statement, including the
Appendices, are not to be deemed a determination of relevance, materiality or
importance, and this Official Statement, including the Appendices, must be considered in
its entirety. The captions and headings in this Official Statement are for convenience
only and in no way define, limit or describe the scope or intent, or affect the meaning or
construction, of any provisions or sections in this Official Statement. The offering of the
Series 2022 Bonds is made only by means of this entire Official Statement.
References to website addresses presented in this Official Statement are for
informational purposes only and may be in the form of a hyperlink solely for the reader's
convenience. Unless specified otherwise, such websites and the information or links
contained therein are not incorporated into, and are not part of, this Official Statement.
Certain statements included or incorporated by reference in this Official Statement
constitute "forward-looking statements." Such statements generally are identifiable by
the terminology used, such as "plan", "expect", "estimate", "project", "forecast", "budget"
or other similar words. The achievement of certain results or other expectations
contained in such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results, performance or
achievements described to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. The City does
not plan to issue any updates or revisions to those forward-looking statements if or when
its expectations or events, conditions or circumstances on which such statements are
based occur.
THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED
FINAL BY THE CITY FOR PURPOSES OF RULE 15C2-12 ISSUED UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR
CERTAIN INFORMATION PERMITTED TO BE OMITTED PURSUANT TO
RULE 15C2 -12(B)(1).
TABLE OF CONTENTS
PAGE
INTRODUCTION 3
PURPOSE OF THE SERIES 2022 BONDS 4
THE PROJECT 4
ESTIMATED SOURCES AND USES OF FUNDS 5
SCHEDULED DEBT SERVICE FOR THE SERIES 2022 BONDS 6
THE SERIES 2022 BONDS 7
General 7
Registration, Transfer and Exchange 7
Redemption Provisions 8
Book -Entry Only System 9
SECURITY FOR THE SERIES 2022 BONDS 13
General 13
Limited Obligations 13
Construction Fund 14
No Reserve Fund 14
Non -Ad Valorem Revenues 14
Other Non -Ad Valorem Indebtedness 31
Anti -Dilution Covenant 32
OTHER FINANCIAL INFORMATION 33
Historical Non -Ad Valorem Revenues 33
Historical Governmental Funds 35
THE CITY 37
General Information and Location 37
Government 37
Administration 38
Budgetary Process 38
Limitations; Effective Date. 39
Investment Policy 39
Self -Insurance 40
Management Discussion 40
Pension and Other Post -Employment Benefits 41
Other Post -Employment Benefits (OPEB) 42
INVESTMENT CONSIDERATIONS 43
Climate Change 43
Cybersecurity 44
COVID-19 45
VALIDATION 46
LITIGATION 47
LEGAL MATTERS 47
TAX MATTERS 47
i
General 47
Information Reporting and Backup Withholding 48
Other Tax Matters 49
[Tax Treatment of Original Issue Discount 49
[Tax Treatment of Bond Premium 50
ENFORCEABILITY OF REMEDIES 50
FINANCIAL ADVISOR 51
UNDERWRITING 51
RATING 52
FINANCIAL STATEMENTS 52
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY LAW 52
CONTINUING DISCLOSURE 53
MISCELLANEOUS 53
CERTIFICATE CONCERNING THE OFFICIAL STATEMENT 54
EXECUTION 55
APPENDIX A
APPENDIX B
APPENDIX C
APPENDIX D
APPENDIX E
GENERAL INFORMATION RELATING TO THE CITY OF
CLEARWATER, FLORIDA
AUDITED FINANCIAL STATEMENTS FOR THE YEAR
ENDED SEPTEMBER 30, 2021
COPIES OF BOND ORDINANCE AND RESOLUTION
FORM OF BOND COUNSEL OPINION
FORM OF CONTINUING DISCLOSURE AGREEMENT
ii
OFFICIAL STATEMENT
$30,000,000*
CITY OF CLEARWATER, FLORIDA
NON -AD VALOREM REVENUE BONDS, SERIES 2022
(IMAGINE CLEARWATER IMPROVEMENTS)
INTRODUCTION
The purpose of this Official Statement, including the cover page, and all
appendices, is to set forth certain information in connection with the sale by the City of
Clearwater, Florida (the "City") of its $30,000,000* aggregate principal amount of Non -
Ad Valorem Revenue Bonds, Series 2022 (Imagine Clearwater Improvements) (the
"Series 2022 Bonds").
The Series 2022 Bonds are being issued pursuant to (a) the charter of the City, (b)
the Constitution and the laws of the State of Florida, particularly Chapter 166, Parts I and
II, Florida Statutes, and other applicable provisions of law, (c) Ordinance No. 9357-20
enacted by the City on February 6, 2020, and (d) Resolution No. 19-34 of the City,
adopted on November 21, 2019, as amended and supplemented by Resolution No. 22-_,
adopted [June 16], 2022 (collectively, the "Resolution").
Capitalized terms used but not defined herein have the same meaning as when
used in the Resolution unless the context clearly indicates otherwise. Complete
descriptions of the terms and conditions of the Series 2022 Bonds are set forth in the
Resolution. See "APPENDIX C — COPIES OF BOND ORDINANCE AND
RESOLUTION" attached hereto. The description of the Series 2022 Bonds, the
documents authorizing and securing the same, and the information from various reports
and statements contained herein are not intended to be comprehensive or definitive. All
references herein to such documents, reports and statements are qualified by the entire,
actual content of such documents, reports and statements. Copies of such documents,
reports and statements referred to herein that are not included in their entirety in this
Official Statement may be obtained from the City Clerk, One Clearwater Tower, 6th
Floor, 600 Cleveland Street, Clearwater, Florida 33756, telephone number (727) 562-
4093.
The assumptions, estimates, projections and matters of opinion contained in this
Official Statement, whether or not so expressly stated, are set forth as such and not as
matters of fact, and no representation is made that any of the assumptions or matters of
* Preliminary, subject to change.
3
opinion herein are valid or that any projections or estimates contained herein will be
realized. Neither this Official Statement nor any other statement which may have been
made verbally or in writing in connection with the Series 2022 Bonds, other than the
Resolution, is to be construed as a contract with the Holders of the Series 2022 Bonds.
PURPOSE OF THE SERIES 2022 BONDS
The Series 2022 Bonds are being issued to provide funds which will be sufficient
to (i) finance and/or reimburse a portion of the cost of acquisition, construction and
equipping of the Imagine Clearwater Project (as further described herein, the "Project"),
and (ii) pay related costs of issuance of the Series 2022 Bonds. See "THE PROJECT"
herein.
THE PROJECT
On February 21, 2017, the City Council accepted the plan for the redevelopment of
Coachman Park known as the Imagine Clearwater Project (the "Project"). Coachman
Park and the Project are located approximately one (1) mile west of the City's downtown
and approximately six (6) miles from U.S. Highway 19 North. The Project is designed to
connect the waterfront and the Downtown Clearwater community.
The Project is to occur in one phase to include an amphitheater/band shell with
substantial back of house facilities; a 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 from the Drew Street to the new civic
gateway on Cleveland Street; a small lake area with bridge; and parking, lighting, seating,
and other public amenity areas. The improvements planned for the southern portion of
the site are planned to include extensive active use areas including interactive fountains;
elevated play structures, slides, and picnic pavilions; an extensive hardscape trail and
pathway system; parking areas; and public restroom and related facilities.
Construction of the Project began in July 2021 and is expected to be completed by
July 2023. An aerial rendering of the Project is included below.
[Remainder of page intentionally left blank]
4
Overhead Rendering of Completed Project
ESTIMATED SOURCES AND USES OF FUNDS
The following table sets forth the estimated sources and uses of the proceeds to be
received from the sale of the Series 2022 Bonds:
SOURCES:
Principal Amount of Series 2022 Bonds $
[Net] Original Issue [Discount/Premium]
TOTAL SOURCES $
USES:
Deposit to Construction Fund $
Cost of Issuance(')
TOTAL USES $
(1) Includes legal and financial advisory fees and expenses, rating fee, Underwriter's
discount and other costs associated with the issuance of the Series 2022 Bonds.
[Remainder of page intentionally left blank]
5
SCHEDULED DEBT SERVICE FOR THE SERIES 2022 BONDS
Series 2022 Bonds
Bond Year
Ending
October 1 Principal Interest Total
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
Total
6
THE SERIES 2022 BONDS
General
The Series 2022 Bonds are being issued in fully registered form in the
denomination of $5,000 or any integral multiple thereof The Series 2022 Bonds are
dated their date of delivery and shall bear interest from that date as set forth on the inside
cover page of this Official Statement.
The Series 2022 Bonds will be in book -entry only form and registered, on the date
of issuance and delivery, in the name of Cede & Co., as registered owner and nominee for
The Depository Trust Company ("DTC"), which will act as securities depository for the
Series 2022 Bonds. U.S. Bank Trust Company, National Association will act as Registrar
and Paying Agent for the Series 2022 Bonds.
The principal of and premium, if any, on the Series 2022 Bonds are payable, while
in book -entry only form, in accordance with the provisions of DTC, when due, and the
interest on the Series 2022 Bonds will be initially payable on April 1, 2023, and on each
October 1 and April 1 thereafter until maturity or earlier redemption as more fully
described herein.
Registration, Transfer and Exchange
Subject to the provisions described below under "— Book -Entry Only System"
while the Series 2022 Bonds are held under a book entry system of registration, the City
shall cause books for the registration and transfer of the Series 2022 Bonds, as provided
in the Resolution, to be kept by the Registrar. Upon surrender for transfer of any Bond at
the designated office of the Registrar, accompanied by an assignment duly executed by
the registered Holder or his attorney-in-fact duly authorized in writing, the City shall
execute and the Registrar shall authenticate and deliver in the name of the transferee or
transferees a new Series 2022 Bond or Series 2022 Bonds for a like aggregate principal
amount.
Series 2022 Bonds of the same type may be exchanged at the designated office of
the Registrar for a like aggregate principal amount of Series 2022 Bonds of other
authorized denominations. The City shall execute and the Registrar shall authenticate and
deliver the Series 2022 Bonds which the Bondholder making the exchange is entitled to
receive, bearing numbers not contemporaneously outstanding.
The Registrar shall not be required to transfer or exchange any Series 2022 Bonds
during the 15 days next preceding an interest payment date on the Series 2022 Bonds, or
in the case of any proposed redemption of Series 2022 Bonds, for the Bonds subject to
redemption, during the 15 days next preceding the date of the first mailing of notice of
such redemption and continuing until such redemption date.
7
For every such exchange or transfer of Series 2022 Bonds, the City or 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.
Redemption Provisions
The Series 2022 Bonds are subject to redemption prior to maturity as follows:
Optional Redemption. The Series 2022 Bonds maturing on or prior to
October 1, 202_ shall not be redeemable prior to their stated dates of maturity. The
Series 2022 Bonds maturing after October 1, 202_ shall be redeemable at the option of
the City from any legally available source, in whole or in part, in any order of maturity
selected by the City, and by lot within a maturity if less than an entire maturity is to be
redeemed, on October 1, 202, or at any time thereafter, at a redemption price of not
greater than 100%, together with accrued interest to the date fixed for redemption.
Mandatory Redemption. The Series 2022 Bonds maturing on October 1,
are subject to mandatory sinking fund redemption, in part by lot, in such manner as the
Paying Agent may deem appropriate, prior to maturity on October 1 of each year, at a
Redemption Price equal to the principal amount of such Series 2022 Bonds to be
redeemed, without premium, plus accrued interest to the date of redemption, in the years
and in the amounts as follows:
Series 2022 Bonds maturing October 1, 20_
Year Principal Amount
*Final Maturity
Notice of Redemption. Notice of any redemption will be given by the Registrar on
behalf of the City 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 Series 2022 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
Series 2022 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.
8
Notice of redemption shall set forth (i) the redemption date, (ii) the Redemption
Price, (iii) if less than all Outstanding Series 2022 Bonds are to be redeemed, the number
(and, in the case of a partial redemption of any Series 2022 Bond, the principal amount)
of each Series 2022 Bond to be redeemed, (iv) that, on the redemption date, the
Redemption Price will become due and payable upon each such Series 2022 Bond or
portion thereof called for redemption, and that interest thereon shall cease to accrue from
and after said date, and (v) that such Series 2022 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 Registrar.
The City 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.
Book -Entry Only System
The information provided immediately below concerning DTC and the Book -Entry
Only System has been obtained from DTC and is not guaranteed as to accuracy or
completeness by, and is not to be construed as a representation by, the Underwriter, the
City or the Registrar.
Unless the book -entry system described herein is terminated, DTC will act as
securities depository for the Series 2022 Bonds. The Series 2022 Bonds will be issued as
fully -registered securities registered in the name of Cede & Co. (DTC's partnership
nominee) or such other name as may be requested by an authorized representative of
DTC. One or more fully -registered bond certificates will be issued for the Series 2022
Bonds, and will be deposited with the Registrar on behalf of DTC. Individual purchases
of beneficial interests in the Series 2022 Bonds will be made in increments of $5,000 or
integral multiples thereof.
DTC and its Participants. DTC, the world's largest securities depository, is a
limited -purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and
provides asset servicing for over 3.5 million U.S. and non -U.S. equity issues, corporate
and municipal debt issues, and money market instruments (from over 100 countries) that
DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the
post -trade settlement among Direct Participants of sales and other securities transactions
in deposited securities, through electronic computerized book -entry transfers and pledges
between Direct Participants' accounts. This eliminates the need for physical movement of
9
securities certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing
Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered
clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to
the DTC system is also available to others such as both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, and clearing corporations that clear through
or maintain a custodial relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). DTC has a Standard & Poor's Rating of AA+. The DTC Rules
applicable to its Direct and Indirect Participants are on file with the Securities and
Exchange Commission. More information about DTC can be found at www.dtcc.com.
The contents of such website do not constitute a part of this Official Statement.
Purchases. Purchases of the Series 2022 Bonds under the DTC system must be
made by or through Direct Participants, which will receive a credit for the Series 2022
Bonds on DTC's records. The ownership interest of each actual purchaser of each Series
2022 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation from DTC
of their purchases. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transactions, as well as periodic statements of their
holdings, from the Direct or Indirect Participants through which the Beneficial Owner
entered into the transaction. Transfers of ownership interests in the Series 2022 Bonds
are to be accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in the Series 2022 Bonds, except in the event that
use of the book -entry system for the Series 2022 Bonds is discontinued.
Transfers. To facilitate subsequent transfers, all Series 2022 Bonds deposited by
Direct Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co., or such other name as may be requested by an authorized representative of
DTC. The deposit of the Series 2022 Bonds with DTC and their registration in the name
of Cede & Co. or such other DTC nominee do not effect any change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2022
Bonds; DTC's records reflect only the identity of the Direct Participants to whose
accounts such Series 2022 Bonds are credited, which may or may not be the Beneficial
Owners. The Direct and Indirect Participants will remain responsible for keeping account
of their holdings on behalf of their customers.
Notices. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners will be governed by arrangements among
them, subject to any statutory or regulatory requirements as may be in effect from time to
time. Beneficial Owners of the Series 2022 Bonds may wish to take certain steps to
10
augment the transmission to them of notices of significant events with respect to the
Series 2022 Bonds, such as redemptions, tenders, defaults, and proposed amendments to
the Series 2022 Bond documents. For example, Beneficial Owners of Series 2022 Bonds
may wish to ascertain that the nominee holding the Series 2022 Bonds for their benefit
has agreed to obtain and transmit notices to Beneficial Owners. In the alternative,
Beneficial Owners may wish to provide their names and addresses to the Registrar and
request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Series Q022 Bonds
within an issue are being redeemed, DTC's practice is to determine by lot the amount of
the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote
with respect to the Series 2022 Bonds unless authorized by a Direct Participant in
accordance with DTC's procedures. Under its usual procedures, DTC mails an Omnibus
Proxy to the issuer as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts
the Series 2022 Bonds are credited on the record date (identified in a listing attached to
the Omnibus Proxy).
NEITHER THE CITY NOR THE REGISTRAR WILL HAVE ANY
RESPONSIBILITY OR OBLIGATION TO SUCH PARTICIPANTS OR THE
PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE
PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DTC
PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL
OWNERS OF THE SERIES 2022 BONDS. THE CITY CANNOT PROVIDE ANY
ASSURANCE THAT DTC, DIRECT PARTICIPANTS OR OTHERS WILL
DISTRIBUTE PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST
ON THE SERIES 2022 BONDS PAID TO DTC OR ITS NOMINEE, AS THE
REGISTERED OWNER, OR ANY NOTICES TO THE BENEFICIAL OWNERS, OR
THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC WILL ACT IN
THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT.
Payments. Payments on the Series 2022 Bonds will be made to Cede & Co., or
such other nominee as may be requested by an authorized representative of DTC. DTC's
practice is to credit Direct Participants' accounts upon DTC's receipt of funds and
corresponding detail information from the Registrar on the relevant payable date in
accordance with their respective holdings shown on DTC's records. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of such
Participant and not of DTC, the Registrar, or the City, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment to Cede & Co.
(or such other nominee as may be requested by an authorized representative of DTC) is
11
the responsibility of the Registrar, disbursement of such payments to Direct Participants
will be the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners will be the responsibility of Direct and Indirect Participants.
Discontinuance of Book -Entry Only System. DTC may discontinue providing its
services as depository with respect to the Series 2022 Bonds at any time by giving
reasonable notice to the City or the Registrar. Under such circumstances, in the event that
a successor depository is not obtained, certificated Series 2022 Bonds are required to be
printed and delivered to the holders of record.
The City may decide to discontinue use of the system of book -entry only transfers
through DTC (or a successor securities depository) with respect to the Series 2022 Bonds.
Under current industry practices, however, DTC would notify its Direct or Indirect
Participants of the City's decision but will only withdraw beneficial interests from a
Series 2022 Bond at the request of any Direct or Indirect Participant. In that event,
certificates for the Series 2022 Bonds will be printed and delivered.
No Assurance Regarding DTC Practices. The foregoing information in this
section concerning DTC and DTC's book -entry system has been obtained from sources
that the City believes to be reliable, but the City and the Registrar take no responsibility
for the accuracy thereof.
So long as Cede & Co. is the registered owner of the Series 2022 Bonds as
nominee of DTC, references herein to the holders or registered owners of the Series 2022
Bonds will mean Cede & Co. and will not mean the Beneficial Owners of the Series 2022
Bonds.
Neither the City nor the Registrar will have any responsibility or obligation to the
Participants, DTC or the persons for whom they act with respect to (i) the accuracy of any
records maintained by DTC or by any Direct or Indirect Participant of DTC, (ii) payments
or the providing of notice to the Direct Participants, the Indirect Participants or the
Beneficial Owners, (iii) the selection by DTC or by any Direct or Indirect Participant of
any Beneficial Owner to receive payment in the event of a partial redemption of the
Series 2022 Bonds or (iv) any other action taken by DTC or its partnership nominee as
owner of the Series 2022 Bonds.
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SECURITY FOR THE SERIES 2022 BONDS
General
The principal of, premium, if any, and interest on the Series 2022 Bonds will be
payable from and will be secured solely by Pledged Funds. Pledged Funds consist of (1)
Non -Ad Valorem Revenues budgeted and appropriated by the City in accordance with 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 hereunder in the manner and to the extent described in
the Resolution. The City has covenanted and has agreed in the Resolution 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 Series 2022 Bonds in each Fiscal Year,
and to make certain other payments required by the Resolution, subject to the limitations
described in the Resolution.
"Non -Ad Valorem Revenues" means 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 under the Resolution. "Governmental
Funds Revenues" means total revenues of the City 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 City for the applicable Fiscal Year.
As further described herein, not all revenues of the City that are derived from
sources other than ad valorem revenues are legally available to make the payments
required under the Resolution.
Limited Obligations
THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE SERIES
2022 BONDS WILL NOT BE OR CONSTITUTE A GENERAL INDEBTEDNESS OF
THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR
STATUTORY PROVISION OR LIMITATION, AND THE CITY IS NOT
OBLIGATED TO LEVY ANY AD VALOREM TAXES FOR THE PAYMENT
THEREOF. NEITHER THE FULL FAITH AND CREDIT NOR THE AD VALOREM
TAXING POWER OF THE CITY, THE STATE OF FLORIDA (THE "STATE") OR
ANY POLITICAL SUBDIVISION OR AGENCY THEREOF IS PLEDGED TO SUCH
PAYMENT, AND NO HOLDER OF ANY SERIES 2022 BOND SHALL EVER HAVE
THE RIGHT TO COMPEL THE EXERCISE OF THE AD VALOREM TAXING
POWER OF THE CITY OR TAXATION IN ANY FORM ON ANY REAL OR
PERSONAL PROPERTY TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND
INTEREST ON SUCH SERIES 2022 BOND, OR BE ENTITLED TO PAYMENT
THEREOF FROM ANY MONEYS OF THE CITY EXCEPT FROM THE NON -AD
VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN
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THE RESOLUTION. THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST
ON THE SERIES 2022 BONDS DO NOT CONSTITUTE A LIEN UPON ANY
PROPERTY OF OR IN THE CITY.
Construction Fund
In the Resolution, the City covenants and agrees to establish a separate fund to be
known as the "City of Clearwater Non -Ad Valorem Revenue Bonds, Series 2022
(Imagine Clearwater Improvements) Construction Fund" (the "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 2022
Bonds, until applied in payment of any item of the Costs of a Project in accordance
with the provisions of the Resolution, shall be held in trust by the City and shall be
subject to a lien and charge in favor of the Holders of the Series 2022 Bonds and for
the further security of such Holders as Pledged Funds.
No Reserve Fund
The Series 2022 Bonds are not secured by a reserve fund.
Non -Ad Valorem Revenues
The Covenant to Budget and Appropriate. In the Resolution, the City covenants
and agrees to appropriate (such covenant being referred to as the "Covenant to Budget
and Appropriate") in its annual budget, by amendment, if necessary, for each Fiscal Year
in which the Series 2022 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 Series 2022 Bonds and to make certain other payments required under the
Resolution in each such Fiscal Year. Such covenant and agreement on the part of the
City shall be cumulative and shall continue until all payments of principal of and interest
on the Series 2022 Bonds shall have been budgeted, appropriated, deposited and actually
paid. The City further agrees that the Covenant to Budget and Appropriate shall be
deemed to be entered into for the benefit of the Holders of the Series 2022 Bonds and that
such obligation may be enforced in a court of competent jurisdiction in accordance with
the remedies set forth in the Resolution. 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 in the Resolution. Notwithstanding the foregoing or any provision
of the Resolution to the contrary, the City does not covenant to maintain or continue any
activities, services or programs, now maintained or provided by the City, including those
programs and services which generate user fees, regulatory fees or other Non -Ad
Valorem Revenues. The Covenant to Budget and Appropriate shall not be construed as a
limitation on the ability of the City 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 in the Resolution shall be deemed to pledge ad
14
valorem tax revenues or to permit or constitute a mortgage or lien upon any assets owned
by the City and no Holder of Series 2022 Bonds or other person may compel the levy of
ad valorem taxes on real or personal property within the boundaries of the City for the
payment of the City's obligations hereunder or to maintain any activities, services or
programs now maintained or provided by the City, including those programs and services
which generate user fees, regulatory fees or other Non -Ad Valorem Revenues.
However, the Covenant to Budget and Appropriate in its annual budget for the
purposes and in the manner stated in the Resolution shall have the effect of making
available for the payment of the Series 2022 Bonds the Non -Ad Valorem Revenues of the
City in the manner provided in the Resolution and placing on the City a positive duty to
appropriate and budget, by amendment, if necessary, and deposit amounts sufficient to
meet its obligations under the Resolution; 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 City 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 City; however, such obligation is cumulative and would carry over
from Fiscal Year to Fiscal Year. The City 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 City. 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 the Resolution, nor does it preclude the City from pledging
in the future or covenanting to budget and appropriate in the future its Non -Ad Valorem
Revenues, nor does it require the City 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 City. The payment of
the debt service of all of the Series 2022 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 City irrevocably pledges, in the Resolution, such Pledged
Funds to the payment of the principal of and interest on the Series 2022 Bonds issued
pursuant to the Resolution in the manner and to the extent described herein, and the City
irrevocably agrees in the Resolution 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 Series 2022 Bonds issued hereunder, and the payment of the principal of and interest
15
thereon when due. The Pledged Funds shall immediately be subject to the lien of such
pledge without any physical delivery thereof or further act, and the lien of such pledge
shall be valid and binding as against all parties having claims of any kind in tort, contract
or otherwise against the City.
In the State, the revenues received by State cities may be classified based upon
whether such revenues are derived from ad valorem taxation. Ad valorem taxes are taxes
levied by local governments upon taxable real and tangible personal property located
within the geographic jurisdiction of the government. Ad valorem taxes are levied based
upon the assessed value of taxable property, and are imposed at a uniform rate per
thousand dollars of assessed value. This rate is referred to as the "millage rate," with one
mill representing one dollar of ad valorem taxes per thousand dollars of assessed
valuation. Exclusive of millage levied pursuant to the approval of the qualified electors
of a municipality, State cities generally may not levy ad valorem taxes at a rate in excess
of ten mills annually. The ad valorem revenues of the City are not pledged as
security for the payment of the Series 2022 Bonds.
Revenues received by a city other than from ad valorem taxation are referred to as
"non -ad valorem revenues." State cities collect non -ad valorem revenues from a variety
of sources. The Non -Ad Valorem Revenues of the City include several major categories
described below. Certain non -ad valorem revenues are not lawfully available to be used
by cities to pay debt service on various obligations.
Brief descriptions of certain of such legally available non -ad valorem revenue
sources are set forth below with subheading and sections corresponding to the Table of
Historical Non -Ad Valorem Revenues under the heading "OTHER FINANCIAL
INFORMATION — Historical Non -Ad Valorem Revenues" herein. These sources do not
purport to constitute all of the Non -Ad Valorem Revenues, but are included to provide
additional information regarding some Non -Ad Valorem Revenue sources. See also
"INVESTMENT CONSIDERATIONS — COVID-19" herein for discussion of the
financial impacts of the novel strain of the coronavirus ("COVID-19") upon Non -Ad
Valorem Revenue sources.
Taxes.
Utility Tax. The utility tax (also commonly referred to as the public service tax), is
levied and collected pursuant to Section 166.231, Florida Statutes, and Section 29.72 of
the City's Code of Ordinances, as amended (the "City Code"). The tax is levied, with
certain exceptions, on each and every purchase of electricity, metered or bottled gas
(natural, liquefied petroleum gas or manufactured) and water service, within the corporate
limits of the City, in the amount of 10% of each payment received by the seller of the
item taxed from the purchaser for the purchase of such service, which tax is required to be
paid by the purchaser to the seller for the use of the City at the time of payment for such
service. An additional tax is further levied by the City on every purchase in the City of
16
fuel oil at the rate of $0.04 per gallon. This tax is paid by the purchaser of fuel oil to the
seller of fuel oil, at the time of payment for such service. The term "fuel oil" includes
fuel oil grade nos. 1, 2, 3, 4, 5, and 6, kerosene and coal oil.
State law provides that a municipality may exempt from the utilities tax the first
500 kilowatts of electricity per month purchased for residential use, metered or bottled
gas or fuel oil for agricultural purposes, purchases of electricity, natural gas, liquefied
petroleum gas or manufactured gas by industrial customers for use in industrial
manufacturing or processing facilities in the municipality and electrical energy used in a
facility located in a designated enterprise zone. The City has exempted the United States
of America, the State, and the political subdivisions and agencies thereof from the
payment of the tax. Such tax does not apply to the sales of bottled water. In addition, the
City has excluded from the taxes levied and imposed by Section 29.72 of the City Code:
(a) purchases of "special fuels" as defined in Section 206.86, Florida Statutes; (b) the
purchase of not more than five (5) gallons of fuel oil delivered at the seller's place of
business into the purchaser's container of not more than five gallon capacity; (c) the
purchase of fuel oil or kerosene for use as an aircraft engine fuel or propellant or for use
in internal combustion engines; (d) the purchase of natural gas or fuel oil by a public or
private utility, including municipal corporation and rural electric cooperative associations,
either for resale or for use as fuel in the generation of electricity and (e) all purchases by
any recognized church in the State for use exclusively for church purposes.
The utility tax is not applied against any fuel adjustment charge. The term "fuel
adjustment charge" means all increases in the cost of utility services to the ultimate
consumer resulting from an increase in the cost of fuel to the utility subsequent to
October 1, 1973.
Taxes on most utility services are separately itemized on the bill rendered to
customers, but separate disclosure is not required. A failure by a consumer to pay that
portion of the bill attributable to the utility tax may result in a suspension of the service
involved in the same fashion as the failure to pay that portion of the bill attributable to the
particular utility service.
The amount of utility tax received by the City may fluctuate as the price of
electricity and other services subject to the utility tax fluctuates, and a sustained increase
in the price thereof may have an adverse effect on the amount of utility tax collected.
The utility tax revenues received by the City are deposited into the City's General
Fund and may be used for any public purpose.
Communications Services Tax. The Communications Services Tax Simplification
Act, enacted by Chapter 2000-260, Laws of Florida, as amended by Chapter 2001-140,
Laws of Florida, and now codified in part as Chapter 202, Florida Statutes (the "CSTA"),
established, effective October 1, 2001, a local communications services tax on the sale of
17
communications services as defined in Section 202.11, Florida Statutes, and as of the
same date repealed Section 166.231(9), Florida Statutes, which previously granted
municipalities the authority to levy a utility tax on the purchase of telecommunications
services. Following the CSTA's enactment, the City increased its local communications
services tax rate. Pursuant to Resolution No. 01-22 of the City, enacted on June 21, 2001,
the City elected to increase its local communications services tax by 0.12% to take effect
on October 1, 2001. Simultaneously, the City elected not to require and collect permit
fees from any provider of communications services that uses municipal roads or rights-of-
way for provision of communications services. As a result, the City imposed the local
communications services tax at a rate of 5.52% for the Fiscal Year beginning October 1,
2001 and at a rate of 5.12% as of the Fiscal Year beginning October 1, 2002. The City
currently continues to impose the local communications services tax at a rate of 5.12%.
The proceeds of the local communications services tax, less Florida Department of
Revenue's ("FDOR") cost of administration, which may not exceed 1% of the total tax
generated, are deposited in the Local Communications Services Tax Clearing Trust Fund
(the "CST Trust Fund") and distributed monthly to the appropriate jurisdiction. The
revenues that are received by the City from such communications services tax which
derive from the CST Trust Fund created with the FDOR pursuant to Section 202.193,
Florida Statutes, may be pledged for the repayment of current or future bonded
indebtedness.
One effect of the CSTA was to replace the former utilities tax on
telecommunications, including pre -paid calling arrangements, as well as any revenues
from franchise fees on cable and telecommunications service providers of certain
telecommunications services, with the local communications services tax. This change in
law was intended to be revenue neutral to counties and municipalities. The
communications services tax applied to a broader base of communications services than
the former utilities tax on telecommunications.
The local communications services tax applies to the purchase of "communications
services" which originated or terminated within the City, with certain exemptions
described below. "Communication services" under the CSTA are defined as the
transmission, conveyance, or routing of voice, data, audio, video, or any other
information or signals, including cable services, to a point, or between or among points,
by or through any electronic, radio, satellite, cable, optical, microwave, or other medium
or method now in existence or hereafter devised, regardless of the protocol used for such
transmission or conveyance. The term does not include:
(a) Information services.
(b) Installation or maintenance of wiring or equipment on a customer's
premises.
18
(c) The sale or rental of tangible personal property.
(d) The sale of advertising, including, but not limited to, directory
advertising.
(e)
(f)
(g)
(h)
Bad check charges.
Late payment charges.
Billing and collection services.
Internet access service, electronic mail service, electronic bulletin
service, or similar on-line services.
While such services have historically been taxed, if the charges for such services
are not stated separately from the charges for communications services on a customer's
bill, providers now have the ability to exclude such services from the tax if they can be
reasonably identified from the selling dealer's books and records kept in the regular
course of business. The dealer may support the allocation of charges with books and
records kept in the regular course of business covering the dealer's entire service area,
including territories outside of the State.
The sale of communications services to (i) the federal government, or any
instrumentality or agency thereof, or any entity that is exempt from state taxes under
federal law, (ii) the State or any county, municipality or political subdivision of the State
when payment is made directly to the dealer by the governmental entity, and (iii) any
home for the aged or educational institution (which includes state tax -supported and
nonprofit private schools, colleges and universities and nonprofit libraries, art galleries
and museums, among others) or religious institutions (which include, but are not limited
to, organizations having an established physical place for worship at which nonprofit
religious services and activities are regularly conducted) that is exempt from federal
income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended
(the "Code"), are exempt from the local communications services tax.
The CSTA provides that, to the extent that a provider of communications services
is required to pay to a local taxing jurisdiction a tax, charge, or other fee under any
franchise agreement or ordinance with respect to the services or revenues that are also
subject to the local communications services tax, such provider is entitled to a credit
against the amount of such local communications services tax payable to the State in the
amount of such tax, charge, or fee with respect to such service or revenues. The amount
of such credit is deducted from the amount that such local taxing jurisdiction is entitled to
receive under Section 202.18(3), Florida Statutes. However, the City does not impose
any such fees or charges on communications services providers.
19
The amount of local communications services tax revenues received by the City is
subject to increase or decrease due to (i) increases or decreases in the dollar volume of
taxable sales within the City, (ii) legislative changes, and/or (iii) technological advances
which could affect consumer preferences. The amount of the local communications
services tax revenues collected within the City may be adversely affected by de -
annexation. Such de -annexation would decrease the number of addresses contained
within the City. At this time there are no de -annexations anticipated within the City.
The local communications services tax revenues received by the City are deposited
into the City's General Fund and may be used for any public purpose.
Local Business Tax. The "Business Tax" (formerly called the "Occupational
License Tax") includes the business taxes levied and collected by the City pursuant to
Chapter 205, Florida Statutes, and Chapter 29, Article II of the City Code. Section
205.042, Florida Statutes, authorizes the City to levy "a business tax for the privilege of
engaging in or managing any business, profession, or occupation within its jurisdiction."
The Business Tax may be levied on:
(1) Any person who maintains a permanent business location or branch
office within the municipality, for the privilege of engaging in or managing any
business within its jurisdiction.
(2) Any person who maintains a permanent business location or branch
office within the municipality, for the privilege of engaging in or managing any
profession or occupation within its jurisdiction.
(3) Any person who does not qualify under subsection (1) or subsection
(2) and who transacts any business or engages in any occupation or profession in
interstate commerce, if the Business Tax is not prohibited by the United States
Constitution.
All Business Tax receipts are issued for payment by the City beginning July 1 of
each year and such taxes are due and payable on or before September 30 of each year.
Each Business Tax receipt expires on September 30 of the succeeding year. Business Tax
receipts that are not renewed when due and payable are delinquent and subject to a
delinquency penalty of 10 percent for the month of October, plus an additional 5 percent
penalty for each subsequent month of delinquency until paid. However, the total
delinquency penalty may not exceed 25 percent of the Business Tax for the delinquent
establishment. In addition to the delinquency penalty, an administrative fee in the amount
of two times the annual business tax fee, with a maximum of $250 will be imposed on
any business with delinquent Business Tax Receipts.
Any person who engages in or manages any business, occupation, or profession
without first paying the required Business Tax, is subject to a penalty of 25 percent of the
20
tax due, in addition to any other penalty provided by law or ordinance. Any person who
engages in any business, occupation, or profession covered by Chapter 205, Florida
Statutes, who does not obtain the required Business Tax receipt, is subject to civil actions
and penalties, including court costs, reasonable attorneys' fees, additional administrative
costs incurred as a result of collection efforts, and a penalty of up to $250.
[In past sessions of the Florida Legislature, legislation has been introduced that, had
it been enacted, could have reduced the amount of Business Taxes to be collected by the
City. No assurance can be given that similar legislation will not be re -introduced in the
future. As certain indebtedness of the City is secured by City's Business Taxes, if the
Florida Legislature did attempt to take such action, the City would challenge such an
action on the grounds of "impairment of contract" under the Florida Constitution.]
Local Option Gas Tax. Pursuant to Section 336.025, Florida Statutes, each county
may impose a tax of one to six cents per gallon on motor and diesel fuel sold within the
county's jurisdiction (the "Local Option Gas Tax"). Pursuant to Ordinance Nos. 85-14,
87-46, 93-64, 05-96 and 15-48, enacted on June 18, 1985, June 30, 1987, June 8, 1993,
December 20, 2005 and December 15, 2015, respectively, the County has imposed the
Local Option Gas Tax in the County. The County collects an additional six cents per
gallon gas tax which is remitted to the State and then forwarded back to the County for
distribution to local governments. Funds are utilized only for transportation expenditures
authorized by Florida Statutes. This includes: public transportation operations and
maintenance; roadway and right-of-way maintenance and equipment; structures used
primarily for the storage and maintenance; roadway and right-of-way maintenance and
equipment; structures used primarily for the storage and maintenance of equipment; street
lighting, traffic signs, engineering signalization, and pavement markings; and bridge
maintenance and operations. Therefore, funds derived from the Local Option Gas
Tax may not be used to pay debt service on the Series 2022 Bonds.
Intergovernmental Revenues.
Infrastructure Sales Surtax. Pursuant to Chapter 212, Florida Statutes, counties
are authorized to levy a local discretionary sales surtax (also commonly known as the
infrastructure sales surtax) of an additional one-half percent (1/2%) or one percent (1%)
pursuant to an ordinance enacted by a majority of the members of the board of county
commissioners and approved by referendum. Chapter 212, Florida Statutes, provides that
the levy on such surtax may be extended upon approval of a majority of the electors of
the County voting in a referendum on the discretionary sales surtax.
The infrastructure sales surtax revenues are amounts paid to the City pursuant to
the one percent (1%) sales surtax imposed by Pinellas County (the "County") on residents
within the County ("Sales Surtax Revenues") and approved at a referendum held in
November 2017. The Sales Surtax Revenues are to be distributed among the
municipalities within the County pursuant to the Interlocal Agreement, as described
21
below. Unless extended pursuant to another referendum, said sales surtax expires
December 31, 2029. The City's Sales Surtax Revenues are restricted legally or by City
Council policy for specific capital improvement projects, and thus may only be used with
respect to certain capital projects. Pursuant to Ordinance No. 6137-97, adopted by the
City Council on March 6, 1997, as amended and supplemented, a special public hearing is
required on capital projects funded with Sales Surtax Revenues, or at any time there is a
proposed change of $500,000 or more to a capital project funded with Sales Surtax
Revenues. Thus, a special public hearing would be required for the City's Sales Surtax
Revenues to be available to pay debt service on the Series 2022 Bonds.
Generally, the proceeds of the infrastructure sales surtax may only be expended to
finance, plan and construct "infrastructure," which is defined as including fixed capital
expenditures or fixed capital costs associated with the construction, reconstruction or
improvement of public facilities which have a life expectancy of five or more years and
any land acquisition, land improvement, design and engineering costs related thereto.
Pursuant to Section 212.055(2)(e), Florida Statutes, as amended, counties receiving
discretionary sales surtax proceeds may pledge such proceeds for the purpose of servicing
new bond indebtedness incurred pursuant to law.
Section 212.055(2)(d), Florida Statutes, expressly states that neither the proceeds
from the infrastructure sales surtax nor the interest accrued thereon shall be used for
operational expenses of any infrastructure. Further restrictions prohibit counties from
using the infrastructure sales surtax to replace or supplant user fees or to reduce ad
valorem taxes. The surtax applies to all transactions in the County that are subject to
State sales tax imposed on sales, use, rentals, admissions, and other transactions under
Chapter 212, Florida Statutes, and on communication services. The surtax does not apply
to the sales amount of tangible personal property greater than $5,000 or to long distance
telephone service.
The FDOR has the responsibility to administer, collect, and enforce the
discretionary sales surtax. Pursuant to Section 212.054(4)(b), Florida Statutes, the
proceeds of the County's discretionary sales surtax collections are transferred to the
Discretionary Sales Surtax Clearing Trust Fund. A separate account in the trust fund is
established for each county imposing such a surtax. FDOR is authorized to deduct up to
3% of the total revenue generated for all counties levying a surtax for administrative
costs. The amount deducted for administrative costs is required to be used only for those
costs solely and directly attributable to the surtax. The total administrative costs are
prorated among those counties levying the surtax on the basis of the amount collected for
a particular county to the total amount collected for all counties. Historically the FDOR
has deducted less than 1.0% for administrative costs.
Pursuant to Section 212.15, Florida Statutes, vendors are required to remit sales
tax receipts (including proceeds of any discretionary sales surtax) by the twentieth (20th)
day of the month immediately following the month of collection. No statute prescribes a
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deadline for remitting surtax proceeds from FDOR to the local governing bodies.
However, according to the accounting division of FDOR, FDOR consistently remits the
surtax proceeds to such local governing bodies by the end of the month immediately
following receipt by FDOR.
Pursuant to Chapter 212, Part I, Florida Statutes, the Sales Surtax Revenues are to
be distributed by FDOR among the County and all of the municipalities within the
County (collectively, the "Municipalities"), either (i) in accordance with the formula
provided under Section 218.62, Florida Statutes, or (ii) pursuant to an interlocal
agreement between the County and the governing bodies of the municipalities
representing a majority of the population of the County.
On June 17, 2017, the County and the Municipalities entered into an interlocal
agreement which governs the distribution of Sales Surtax Revenues within the County,
pursuant to Section 212.055(2)(c)1, Florida Statutes (the "Interlocal Agreement"). Until
the expiration of the Interlocal Agreement on December 31, 2029, the Sales Surtax
Revenues are collected and distributed as follows:
(i) 11.3% shall be used to fund Countywide Investments (as defined in
the Interlocal Agreement); and
(ii) the remainder of Sales Surtax Tax Revenues shall be distributed in
various percentages to the Municipalities (as set forth in the Interlocal Agreement),
with the City receiving 7.9957% of Sales Surtax Tax Revenues.
The total amount of Sales Surtax Revenues collected within the County and
distributed to the City is subject to increase or decrease due to increases or decreases in
the dollar volume of taxable sales within the County, which, in turn, is subject to among
other things, (i) legislative changes which may include or exclude from taxation sales of
particular goods or services, and (ii) changes in the dollar volume of purchases in the
County, which is affected by changes in population and economic conditions. The
potential for increased use of electronic commerce and other internet-related sales activity
could have a material adverse impact upon the amount of Sales Surtax Revenues
collected by the County and distributed to the City.
The Sales Surtax Revenues received by the City are deposited into the City's
Special Development Fund (a Governmental Fund of the City) used to account for
revenues which are restricted legally or by City Council policy to be used for specific
capital improvement projects. As such, a special public hearing would be required for the
City's Sales Surtax Revenues to be available to pay debt service on the Series 2022
Bonds.
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The infrastructure sales surtax, unless renewed, expires prior to the final maturity
of the Series 2022 Bonds. There can be no assurance that the extension of the
infrastructure sales tax will be enacted and approved at referendum.
Local Government Half -Cent Sales Tax. Pursuant to Chapter 212, Florida
Statutes, as amended, the State is currently authorized to levy and collect a tax on sales,
use and other transactions, including a sales tax of six percent (6%) on, among other
things, the sales price of each item or article of tangible personal property sold at retail in
the State, subject to certain exceptions and dealer allowances as set forth in Chapter 212,
Florida Statutes.
The Local Government Half -Cent Sales Tax (the "Sales Tax") is remitted to the
City pursuant to Chapter 218, Part VI, Florida Statutes, as amended (the "Half -Cent Sales
Tax Act").
The Sales Tax is collected on behalf of the State by businesses at the time of sale
at retail, use, consumption, or storage for use or consumption, of taxable property and
remitted to the State on a monthly basis. State law provides for penalties and fines,
including criminal prosecution, for non-compliance with the provisions thereof.
All funds received and collected by the State are required to be deposited in the
General Revenue Fund of the State and then distributed to various funds as enumerated
by law. After various enumerated distributions, a portion of the amount remitted by a
Sales Tax dealer within a participating county is required to be transferred into the Local
Government Half -Cent Sales Tax Clearing Trust Fund (the "Trust Fund") and earmarked
for distribution to the governing body of that participating county and of each
participating municipality within that county pursuant to formulas set forth in the Half -
Cent Sales Tax Act. The Sales Tax does not include any Sales Tax revenues which may
be distributed to the County or the City as Sales Surtax Revenues or any discretionary
communications services tax imposed by the County on communications services
pursuant to Section 202.19, Florida Statutes.
As of October 1, 2001, the Trust Fund began receiving a portion of certain taxes
imposed by the State on the sales of communication services (the "CST Revenues")
pursuant to the CSTA, described above under "— Communications Services Tax".
Accordingly, moneys distributed from the Trust Fund now consist of funds derived from
both Sales Tax Proceeds and CST Revenues required to be deposited into the Trust Fund.
The amount of CST Revenues deposited into the Trust Fund is subject to change based on
changes to the CSTA.
The Sales Tax collected within a county and distributed to local government units
is distributed among the county and the municipalities therein in accordance with the
formula below.
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County Share
(percentage of total Half -Cent = unincorporated + 2/3 incorporated
Sales Tax receipts) area population area population
Municipality Share
(percentage of total Half -Cent =
Sales Tax receipts)
total county + 2/3 incorporated
population area population
municipality population
total count + 2/3 incorporated
population y area population
For purposes of the foregoing formula, "population" is based upon the latest
official State estimate of population certified prior to the beginning of the local
government fiscal year.
The Sales Tax is distributed from the Trust Fund on a monthly basis to
participating units of local government. The Half -Cent Sales Tax Act permits the City to
pledge its share of the Sales Tax for the payment of principal of and interest on any
capital project.
To be eligible to participate in the Sales Tax, the counties and municipalities must
comply with certain requirements set forth in the Half -Cent Sales Tax Act. These
requirements include those concerning the reporting and auditing of its finances, the
levying of ad valorem taxes or receipt of other revenue sources, and certifying certain
requirements pertaining to the employment and compensation of law enforcement
officers, the employment of fire fighters, the auditing of certain dependent special
districts, and the method of fixing millage rates for the levying of ad valorem taxes. The
City has historically maintained its eligibility to receive payments pursuant to the Half
Cent Sales Tax Act.
Although the Half -Cent Sales Tax Act does not impose any limitation upon the
number of years during which the City can receive distribution of the Sales Tax from the
Trust Fund, there may be future amendments to the Sales Tax Act. To be eligible to
participate in the Trust Fund in future years, the City must comply with certain eligibility
and reporting requirements of the Half -Cent Sales Tax Act; otherwise, the City will not
be entitled to any Trust Fund distributions for twelve (12) months following a
"determination of noncompliance" by the State Department of Revenue. [The City has
complied with all of the requirements set forth in the Half -Cent Sales Tax Act.]
The Florida Legislature passed HB 7061 and SB 50 during its 2021 session each of
which went into effect on July 1, 2021. Among other things, HB 7061 implemented new,
extended, and expanded sales tax exemptions including: several tax holidays for the 2021
Fiscal Year; changes that allow businesses to pay sales tax on behalf of their customers in
certain circumstances; a five-year extension of the deadline for a new data center to apply
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for an existing tax exemption; and a sales tax exemption for items used in independent
living. The City does not expect HB 7061 will have an adverse impact on its ability to
pay debt service on the Series 2022 Bonds.
Additionally, SB 50 requires out-of-state online retailers with no presence within
the State who expect to make over $100,000 in remote/online sales to collect and remit
the State's 6% sales tax on such online sales of taxable items. The City expects that, if SB
50 has an impact on the City, it will be positive and therefore will not have any adverse
impact on its ability to pay debt service on the Series 2022 Bonds.
In its 2022 session, the Florida Legislature passed HB 7071 which will go into
effect on July 1, 2022. HB 7071 also implemented new, extended, and expanded sales
tax exemptions including: a three-month tax holiday from May to August for children's
books; a ten-day "back -to -school" tax holiday in late July and early August for certain
clothing, school supplies and personal computers; a ten-day "disaster preparedness" tax
holiday in late May and early June for specified disaster preparedness items; a seven-day
"Freedom Week" tax holiday the first week of July for certain admissions and certain
recreational items and supplies; a one-year tax holiday baby and toddler clothing, shoes
and diapers; a one-year tax holiday for certain Energy Star certified appliances; a one-
month fuel tax holiday in the month of October, where the price of gas is lowered 25.3
cents per gallon; changes that reduce the sales tax for new mobile homes from 6% to 3%;
and exemptions for farm trailers and fencing used in agricultural production, and
machinery and equipment used in the production of green hydrogen. The City expects
that, if HB 7071 has an impact on the City, it will be positive and therefore will not have
any adverse impact on its ability to pay debt service on the Series 2022 Bonds.
The amount of Sales Tax received by the City is subject to increase or decrease
due to (i) increases or decreases in the dollar volume of taxable sales within the County,
(ii) legislative changes relating to the overall sales tax, which may include changes in the
scope of taxable sales, changes in the tax rate and changes in the amount of sales tax
revenue deposited into the Half -Cent Sales Tax Trust Fund, (iii) changes in the relative
population of the City, which affect the percentage of Sales Tax received by the City, and
(iv) other factors which may be beyond the control of the City, including but not limited
to the potential for increased use of electronic commerce and other internet-related sales
activity that could have a material adverse impact upon the amount of sales tax collected
by the State and then distributed to the City.
The sales tax revenues received by the City are deposited into the City's General
Fund and may be used for any public purpose.
State Revenue Sharing. "State Revenue Sharing" consists of amounts levied and
collected by the State and shared with local governments under the provisions of Section
218.215, Florida Statutes. The amount deposited by the FDOR into the State Revenue
Trust Fund for Municipalities is 1.3653% of available sales and use tax collections after
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certain required distributions, and the net collections from the one -cent municipal fuel
tax.
The amount of revenues from the State Revenue Sharing Trust Fund for
Municipalities distributed to any one municipality is the average of three factors: an
adjusted population factor; a sales tax collection factor, which is the proportion of the
local municipality's ordinary sales tax distribution the municipality would receive if the
distribution were strictly population based; and a relative revenue raising ability factor,
which measures the municipality's ability to raise revenue relative to other qualifying
municipalities in the State.
Brief descriptions of the sources of revenues that are deposited into the State
Revenue Sharing Fund for Municipalities are set forth below.
Sales Tax Revenues. Prior to July 1, 2000, a state tax was levied on
cigarette packages at varying rates, depending on the length and number of
cigarettes in a package and, pursuant to Section 210.20(2)(a), Florida Statutes,
certain amounts derived from such cigarette taxes were deposited to the Revenue
Sharing Trust Fund for Municipalities after deducting therefrom certain charges
for administration and collection. Effective July 1, 2000, the cigarette tax
revenues were eliminated from distribution to the Revenue Sharing Trust Fund for
Municipalities and replaced with sales and use tax proceeds. Currently, 1.3653%
of the available proceeds of the sales and use tax imposed pursuant to Chapter 212,
Florida Statutes, is transferred monthly to the Revenue Sharing Trust Fund for
Municipalities after certain other transfers have been made and certain charges for
administration and collection have been deducted therefrom.
The sales and use tax provides the majority of the receipts for the Revenue
Sharing Trust Fund for Municipalities. For the State's fiscal year ending 2022,
approximately 79.6% of the deposits of the Revenue Sharing Trust Fund for
Municipalities were from the sales and use tax, and approximately 20.4% were
from the municipal fuel tax.
Municipal Fuel Tax. The proceeds of the municipal fuel tax imposed
pursuant to Section 206.41(1)(c), Florida Statutes, after deducting certain service
charges and administrative costs, is transferred into the Revenue Sharing Trust
Fund for Municipalities. Funds derived from the municipal fuel tax on motor fuel
may only be used to pay debt service allocable to transportation facilities. The
municipal fuel tax portion of the distribution is not available to pay debt
service on the Series 2022 Bonds.
To be eligible for State Revenue Sharing funds beyond the minimum entitlement
(defined as the amount necessary to meet obligations to which a municipality has pledged
amounts received from the State Revenue Sharing Trust Fund for Municipalities), a local
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government must have satisfied certain eligibility requirements set forth under State law.
If the City fails to comply with the eligibility requirements, the FDOR may utilize the
best information available to it, if such information is available, or take any necessary
action including disqualification, either partial or entire, and the City shall further waive
any right to challenge the determination of the FDOR as to its distribution, if any.
Eligibility is retained if the local government has met eligibility requirements for the
previous three years, even if the local government reduces its millage or utilities taxes
because of the receipt of State Revenue Sharing funds. The City has continuously
maintained its eligibility to receive State Revenue Sharing funds.
[Not all of State Revenue Sharing revenues are for general governmental use. A
portion is comprised of fuel taxes and restricted for transportation related expenses. The
range varies annually but over the past several years has not exceeded 29% of the total
State Revenue Sharing. Therefore, the City restricts 29% of the State Revenue Sharing
for transportation -related expenses, with the remaining going towards general
governmental use.]
Permits and Fees.
Electric Franchise Fees. The City has a non-exclusive franchise agreement
granting Duke Energy Florida (formerly Florida Power Corporation) use of the public
streets, alleys, highways, waterways, bridges, easements, and sidewalks and parks of the
City for the construction, erection, operation, ownership and maintenance of its electric
system. In consideration for this privilege, Duke Energy Florida, LLC has agreed to pay
six percent (6%) of its revenues from the sale of electricity, net customer credits to
residential, commercial, and industrial customers and City sponsored streetlighting all
within the corporate limits of the City. This agreement was entered into by the City
pursuant to Ordinance No. 5944-95, adopted by the City Council on December 7, 1995.
This agreement is currently due to be renegotiated in 2025. The expiration of this
agreement is prior to the final maturity date of the Series 2022 Bonds unless
renewed.
Gas Franchise Fees. the City owns and operates as an enterprise utility the
Clearwater Gas System (the "Gas System"). Pursuant to Ordinance No. 5887-95, enacted
on August 17, 1995, as supplemented and amended, the Gas System shall levy a charge
on every purchase of gas within a municipality or county area to recover the costs
assessed by governmental entities in accordance with the franchise agreement in force
between the City and that other governmental entity and including any other otherwise
unrecoverable fees, special taxes, payments in lieu of taxes, or other impositions by any
governmental entity (including the City) on the services of the Gas System sold within
such municipality or county area. The fees collected within each governmental
jurisdiction shall be used exclusively to pay the franchise fees and other governmental
fees, taxes, and other impositions levied on services within that governmental
jurisdiction. Within the City, where a franchise agreement is not in force, the City levies
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a 6% Payment in Lieu of Taxes on all gross natural gas sales excluding interruptible and
contract services, and the Gas System bills this in the same manner as if it were a
franchise fee. [From time to time, the City considers putting the Gas System out for bid.
The City is currently considering the sale of the Gas System but has not made any
commitment to do so. Should the City sell the Gas System in the future, revenues of the
gas system, including the gas franchise fees and gas dividends paid from the Gas System
to the City's General Fund, would be unavailable to pay debt service on the Series 2022
Bonds.]
Charges for Services. Revenues resulting from the City's charges for services are
reflected within this category and include those charges received from private individuals
or other governmental units within the following functional areas of the City's General
Fund:
(a) General government;
(b) Public safety;
(c) Physical environment;
(d) Transportation; and
(e) Culture and recreation.
Other.
Enterprise Fund Transfers. The City annually transfers to its General Fund
amounts from its airpark, Clearwater Harbor Marina, marine, parking, gas, solid waste
and recycling, stormwater utility, and water and sewer enterprise funds. A portion of
such amounts are equivalent to what the City deems it would otherwise charge as a
franchise fee if the provider of such service was a private provider rather than the City,
and these amounts are listed as "Transfers In" to the General Fund in the City's financial
statements; a separate amount related to direct and indirect costs of the City attributable
to such enterprise operations is treated as part of "Charges for Services." [Per City
Council policy, the City calculates such transfers at a rate of 5.5% of prior Fiscal Year
gross revenues for each enterprise fund (with the exception of the Gas Fund which pays
an annual dividend from the Gas System at the discretion of the City Council). The
enterprise fund transfers in Fiscal Year 2021 totaled $11,471,726, which includes the total
amount of transfers from each enterprise fund calculated at 5.5% of gross revenues of
each respective enterprise fund in Fiscal Year 2018/2019, the gas system annual dividend
and net parking fine revenue transfers to the General Fund. There is no legal obligation of
the City to transfer any amount from the enterprise funds to the General Fund.]
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Airpark Fund. The "Airpark Fund" is a self-supporting enterprise operation
established to fund all operations, maintenance, and improvements necessary to
maintain Clearwater Airpark operations.
Clearwater Harbor Marina Fund. The "Clearwater Harbor Marina Fund"
is a self-supporting enterprise operation established to fund all operations,
maintenance, and improvements necessary to maintain Clearwater Harbor Marina
operations.
Gas Fund. The "Gas Fund" is a self-supporting enterprise operation
established to fund all operations, maintenance, and improvements necessary to
maintain the Gas System which serves customers in the County and Pasco County.
Marine Fund. The "Marine Fund" is a self-supporting enterprise operation
established to fund all operations, maintenance, and improvements necessary to
maintain the City's Marina at Clearwater Beach.
Parking Fund. The "Parking Fund" is a self-supporting enterprise operation
established to fund parking operations, beach lifeguards, and other beach -related
operations which include, inter alia, daily beach raking and increased services to
assist with daily cleaning and trash pick-up on the beach.
Stormwater Utility Fund. The "Stormwater Utility Fund" is a self-
supporting enterprise operation established to fund all stormwater functions.
Solid Waste and Recycling Fund. "The Solid Waste and Recycling Fund" is
comprised of two separate self-supporting enterprise operations, the Solid Waste
Fund and the Recycling Fund. The "Solid Waste Fund" was established to fund all
operations, maintenance and improvements necessary to maintain the City's solid
waste programs. The "Recycling Fund" was established to fund all operations,
maintenance and improvements necessary to maintain the City's recycling
programs.
Water and Sewer Fund. "The Water and Sewer Fund" is a self-supporting
enterprise operation established to fund all operations, maintenance and
improvements necessary to provide citywide water supply, water distribution,
wastewater collection, wastewater treatment and reclaimed water programs.
Rents and Leases. Rents and leases consist primarily of revenues collected from
beach umbrella rentals and under concessions lease agreements.
Fines and Forfeitures. Fines and forfeitures reflect those penalties and fines
imposed for the commission of statutory offenses and violation of lawful administrative
rules and regulations. Fines and Forfeitures also include charges for service of crossing
30
guards and alarm service charges. Forfeitures include revenues resulting from court fines
as well as proceeds from the sale of found/abandoned property.
Miscellaneous. This category includes a variety of revenues and transfers from
other funds, including:
(a) interest earnings;
(b) gains (or losses) on sale of investments;
(c) rents and royalties;
(d) disposition of fixed assets;
(e) sales of surplus materials and scrap; and
(f) contributions from private sources.
Other Non -Ad Valorem Indebtedness
Under the terms of the Resolution, the City may pledge its Non -Ad Valorem
Revenues to obligations that it issues in the future. The City does not have currently
outstanding any indebtedness which is secured by and payable from specific Non -Ad
Valorem Revenues or is payable from a covenant to budget and appropriate legally
available Non -Ad Valorem Revenues. However, the City previously issued its Revenue
Bonds (Spring Training Facility), Series 2002 (the "Series 2002 Bonds"), currently
outstanding in the amount of $3,480,000 with a final maturity of March 1, 2031, which
are secured by (1) payments received by the City from the State pursuant to Section
212.20, Florida Statutes (the "State Payments"), and (2) payments received from the
County (collectively with the State Payments, the "2002 Pledged Revenues") pursuant to
an interlocal agreement between the City and the County, dated as of December 1, 2000.
In addition to the pledge of 2002 Pledged Revenues, the City pledged, pursuant to a
municipal bond insurance debt service agreement, to supplement the 2002 Pledged
Revenues with Non -Ad Valorem Revenues, if necessary, to pay debt service on the Series
2002 Bonds. To date, the City has not had to supplement the 2002 Pledged Revenues
with Non -Ad Valorem Revenues to pay debt service on the Series 2002 Bonds and does
not expect to in the future.
Additionally, the City has entered into a Master Equipment/Lease Purchase
Agreement with SunTrust Equipment Finance & Leasing Corp. (the "SunTrust Lease")
pursuant to which the City leases certain equipment and is required to appropriate legally
available revenues to make lease payments. The majority of such payments have
historically been made from enterprise fund revenues, based on the type of equipment
leased. In the event of any future pledge of a specific Non -Ad Valorem Revenue source,
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NG&N DRAFT #2: 5/26/2022
180-00023.C2
GENERAL INFORMATION
RELATING TO THE CITY OF CLEARWATER, FLORIDA
Location
The City of Clearwater (the "City"), the county seat of Pinellas County (the sixth
most populous county in Florida), is geographically located in the middle of the west
coast of the State of Florida (the "State") on the Gulf of Mexico. It is situated
approximately 20 miles west of Tampa and 20 miles north of St. Petersburg. Standing on
the highest coastal elevation of the State, the City limits comprise approximately 26.6
square miles of land and 13.7 square miles of waterways and lakes.
Clearwater Beach, a corporate part of the City, is a beach community connected to
the mainland by the Clearwater Memorial Causeway, a four -lane, toll-free drive
stretching almost two miles across the Intracoastal Waterway. Business on Clearwater
Beach is mainly tourist -oriented, with hotels, motels, restaurants, and other amenities
serving them. Many homes, apartments and condominiums offer pleasant, semi -tropical
island accommodations to permanent residents and winter and summer visitors.
History
Present-day Clearwater was originally the home of the Tocobaga people. In or
around 1835, the United States Army began construction of Fort Harrison, named after
William Henry Harrison, as an outpost during the Seminole Wars. The fort was located
on a bluff overlooking Clearwater Harbor, which later became part of an early 20th -
century residential development called Harbor Oaks. The area's population grew after the
Federal Armed Occupation Act of 1842 offered 160 acres to anyone who would bear
arms and cultivate the land. Prior to 1906, the area was known as Clear Water Harbor.
The Native Americans who inhabited this area are said to have called it "Pocotopaug,"
meaning "clear water," for the many springs of clear, fresh water that bubbled along the
shore and even below the waterline at low tide. The town began developing in the late
nineteenth century, prompted by the completion of the first passenger railroad line into
the City in 1888. Clearwater was incorporated in 1891. The area's popularity as a
vacation destination grew after railroad magnate Henry B. Plant built a sprawling
Victorian resort hotel named Belleview Biltmore just south of Clearwater in 1897.
Clearwater was reincorporated as a city on May 27, 1915 and was designated the county
seat for Pinellas County.
Government and Administration
The City has a Council/Manager form of government, and the City Manager
serves as the Chief Executive and Administrative Officer of the City. The Clearwater
City Council (the "Council") is comprised of the Mayor and four Councilmembers, who
are elected to serve four-year terms. The Council is responsible for setting policies and
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making decisions on local government issues including tax rates, annexations, re -zonings,
and large contract awards. The City has approximately 1,840 full-time equivalent
employees. Three employee unions represent the City's civil labor force: the Fraternal
Order of Police (two bargaining units), the International Association of Fire Fighters, and
the Communications Workers of America.
Transportation
Pinellas County and the City are served by three major causeways and bridges
over Tampa Bay, by U.S. 19 and I-275 to the north and south, and by I-4 and U.S. 60 to
the east. State Roads 590 and 686 also afford access to the City.
Tampa International Airport, located approximately seventeen miles from
downtown Clearwater, provides air travel access with daily national and international
flights. The number of passengers served in 2021 was in excess of 18 million, an
increase of 76.94% over calendar year 2020. St. Petersburg/Clearwater International
Airport ("PIE"), located approximately ten miles from downtown Clearwater, is a full
service airport with commercial passenger service, military, and general aviation
operations. PIE is home to one of the busiest Coast Guard Air Station in the world. U.S.
Customs and the FAA -operated control tower are also important federal government
services at the airport, along with the Airport Industrial Park. The entire 2000 -acre tract
of the airport is designated as a Foreign Trade Zone. The number of passengers served at
PIE in 2021 exceeded 2.0 million, representing a 46% increase over 2020. The
Clearwater Airpark, owned by the City and located slightly over a mile from the
downtown business area, is a smaller airport that provides storage, service, and
maintenance for private plane owners. The airpark has one 4,108 foot hard -surface
runway and facilities for visiting and locally -based planes, including 57 T -hangars, 30
shade hangars, 65 paved tie down spaces and 25 grass spaces.
The Port of Tampa (22 miles to the east) is the closest deep water port. The port is
serviced by a variety of steamship agents and operators. The United States Coast Guard
maintains a search and sea rescue cutter station on Clearwater Harbor opposite Sand Key.
The Pinellas Suncoast Transit Authority ("PSTA") bus service is currently Pinellas
County's only general public transit. The service offers approximately 40 local routes,
including two express routes to Hillsborough County, and a beach trolley that runs north
and south along Pinellas County's roughly 25 -mile -long chain of barrier islands. The
Clearwater Trolley also provides transportation on Clearwater Beach with daily routes
along North and South Clearwater Beach, Island Estates, and Sand Key. One of PSTA's
transfer hubs, Park Street Terminal, is located in downtown Clearwater.
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Utilities, Public Service and Community Facilities
The City owns and operates its own water and wastewater collection systems.
Water is obtained from 44 deep wells owned and operated by the City (approximately
60%) and from wholesale purchases from the Pinellas County Water System
(approximately 40%). Total daily average water demand is approximately 10.8 million
gallons per day distributed through a network of 597 miles of water mains. The
wastewater collection program provides for the transmission of wastewater through the
City's underground sewer mains, collectors and interceptor lines and for the maintenance,
repair and replacement of 408 miles of sanitary sewer lines. The City maintains 305
miles of paved streets, 156 miles of stormwater mains and 1,053 miles of gas mains.
Electric power is provided by Duke Energy and telephone, cable, and internet
services are provided by Frontier Communications, Spectrum, and WOW!
The Clearwater Public Library System consists of a main library and four branches
which are spread evenly throughout the community for easy access. The City, in a joint
partnership with St. Petersburg College, opened the Clearwater East Community Library
at St. Petersburg College in April 2018. The $15 million project was cooperatively
funded with St. Petersburg College and is located on the college's Clearwater Campus.
The 40,000 -square -foot library includes 10,000 square feet of dedicated public space,
15,000 square feet of dedicated college space and 15,000 square feet of shared space.
Highlights of the state-of-the-art library include a dedicated children's section with an
educational discovery area, as well as a youth program room, a collection of more than
90,000 electronic and print materials, and two conference rooms. The library also
features a drive -up service window for item pick-up and return. The college and the city
share 40 public internet computers, access to both collections and a large community
meeting room.
The City offers 42 acres of public beach front, approximately 1,875 acres of parks,
27 playgrounds, numerous athletic courts and fields, nine swimming pools, an 8,500 seat
baseball and softball stadium, three golf courses, eight recreation centers, approximately
19 miles of recreational paths, a 207 slip yacht basin and marina located on Clearwater
Beach, and a 126 slip marina downtown. The Philadelphia Phillies conduct spring
training at the City -owned Spectrum Field. Clearwater is also the home of the Phillies'
minor league team, the Clearwater Threshers.
Tourism
VISIT FLORIDA reported 117.7 million domestic tourists in addition to an
estimated 4.1 million overseas visitors and 584 thousand Canadians who came to Florida
during calendar year 2021 compared to a total of 79.2 million tourists in 2020. This
represents a 54.6% increase from 2020, though it was still lower than 2019 by 6.6%.
Domestic visitation fell below pre-COVID levels in the first quarter of 2021 but saw a
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robust recovery in the subsequent three quarters that resulted in visitation for the calendar
year exceeding visitation in 2019. Overseas and Canadian visitation remained
significantly lower than in 2019, though the rescinding of many international travel
restrictions in November resulted in a notable improvement in the fourth quarter.
Domestic visitors to the State in 2021 constituted 96.2% of total visitors, followed by
3.3% from overseas countries and 0.5% from Canada. According to information
provided by the Visit St. Petersburg/Clearwater Area Convention and Visitors Bureau
(the "CVB"), the St. Petersburg/Clearwater area attracted 14.9 million visitors in 2021
compared to 12.5 million in 2020, an increase of 18.8%. Tourism continues to be a major
employer for Pinellas County and the Tampa Bay region. The total estimated economic
impact of tourism to Pinellas County for 2021 was over $9.0 billion per the CVB.
Clearwater Beach was rated best beach in the U.S., and 6th in the world, per
TripAdvisor's 2019 Traveler's Choice Awards.
Education
The Pinellas County School District operates a total of 150 schools within Pinellas
County, comprising elementary through high school, vocational schools, alternative
schools, Charter Schools, and the Pinellas Virtual School. The Pinellas County School
District is the 26th largest in the nation and the seventh largest in the State with
approximately 13,384 full- and part-time positions, of which 7,394 are teachers. During
the 2021-2022 school year, enrollment was 101,427 for pre -kindergarten thru high
school. Private schools and academies are also located within or near the City limits.
Four four-year colleges and universities serve Pinellas County with a total of five
campuses: Eckerd College; the University of South Florida, with campuses in Tampa and
St. Petersburg; St. Petersburg College; and Stetson University College of Law.
Additionally, Pinellas Technical College, operated by the Pinellas County School District
with campuses in St. Petersburg and Clearwater, provides Pinellas County's students with
over 40 different career areas and about 60 programs, including continuing education
courses and commercial training services, and has approximately 5,000 full-time students
enrolled.
Labor, Commerce and Industry
Some of the City's largest employers include BayCare Health System, Bausch &
Lomb Surgical, Lincare Holdings, Aerosonic Corporation, MarineMax, Heritage
Insurance, KnowBe4 and GE Instrument Transformers, which completed construction of
a 208,000 -square -foot advanced manufacturing center of excellence in 2015. The
Wyndham Grand opened its doors in 2017 on Clearwater Beach adding one of the largest
banquet facilities in Pinellas County.
Nova Southeastern University's Tampa Bay Regional Campus, which is the result
of a $200 million investment in the future, features a 311,000 -square -foot, state-of-the-art
facility. This new campus brings several graduate and professional education
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opportunities to the City. Located at the eastern entry to the City, the regional
campus includes additional locations for NSU's Dr. Pallavi Patel College of Health Care
Sciences, the Dr. Kiran C. Patel College of Osteopathic Medicine and the Ron and Kathy
Assaf College of Nursing. The campus opened in 2019 and is home to approximately
2,000 students enrolled in programs that include, but are not limited to, occupational and
physical therapy, clinical mental health counseling, nursing, osteopathic medicine and
school psychology.
The Clearwater Downtown Redevelopment Plan Area serves as a long-term vision
for Downtown Clearwater and surrounding residential and commercial areas. It includes
a 540 -acre community redevelopment area, the Downtown Gateway, the North Marina
Area Master Plan and the Imagine Clearwater Master Plan. Imagine Clearwater, a $55
million dollar master plan for redevelopment along downtown's waterfront, contains
recommendations that include improvements to open spaces and infrastructure assets and
the activation of existing buildings and underdeveloped parcels. Downtown Clearwater
offers business and investment opportunities including high-rise office space, mixed-use
residential and retail space.
Light, clean industry is encouraged in Clearwater. The Hercules Industrial Area,
which is located in central Clearwater and adjacent to Clearwater Airpark, is the
industrial center of the City and is home to major manufacturers, including Aerosonic
Corporation, F.K. Instrument Company, Phasetronics, Dosatron International, Monin and
GE Instrument Transformers. There is an additional privately -owned industrial park of
approximately 35 acres in the same area.
Pension Plan
The City's Employees' Pension Plan is a defined benefit pension plan for general
and public safety employees that is self-administered by the City. As of January 1, 2021,
the most recent actuarial valuation date, the Employees' Pension Plan was 105.7 percent
funded per the funding -basis valuation. The actuarial accrued liability for benefits was
$1,034.7 billion, and the actuarial value of assets was $1,093.2 billion, resulting in an
unfunded actuarial accrued liability ("UAAL") of ($58.5) million, or $58.5 million in
funding in excess of the actuarial accrued liability. For financial statement reporting, per
FASB 35, the January 1, 2021 valuation indicated the plan was 104.2% funded. The
actuarial accrued liability for benefits was $984.0 million, and the market value of assets
was $1,254.3 billion, resulting in an UAAL of ($43.5) million (funding in excess of the
liability of $43.5 million). The covered payroll (annual payroll of active employees
covered by the plan) was $92.7 million.
The City's Firefighters' Relief and Pension Plan (the "FRP Plan") is a defined
benefit pension plan self-administered by the City. As of October 1, 2020, the most
recent actuarial valuation date, the Firefighters' Relief and Pension Plan was 160.48
percent funded. The actuarial accrued liability for benefits was $2.2 million, and the
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actuarial value of assets was $3.5 million, resulting in $1.3 million of funding in excess
of the actuarial accrued liability. The covered payroll was $-0- with no active employees
covered. The City did not need to make a contribution for fiscal year 2020, in accordance
with actuarially determined funding requirements. The actuary's report dated
October 1, 2020, indicates the FRP Plan is funded at a level that can reasonably be
expected to support the benefits promised by the FRP Plan on an adequate and timely
basis.
In addition, supplemental pensions exist for certified police officers and
firefighters, funded solely from excise taxes on certain insurance premiums covering
property in the City, collected by the State and remitted to the City. Both plans require
benefits to be adjusted to equal fund assets provided by the defined contributions.
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A-6
Year
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
City of Clearwater, Florida
Demographic Information Last Ten Fiscal Years
Population(a)
107,906
109,065
109,340
110,679
112,387
113,723
115,589
116,585
118,017
117,800
Personal
Income
(thousands
of dollars)
$4,698,767
4,757,306
5,053,913
5,333,842
5,493,252
5,845,931
6,193,027
6,528,993
6,972,208
Per
Capita
Personal
Income"
$43,545
43,619
46,222
48,192
48,878
51,405
53,578
56,002
59,078
Median
Agee)
46.5
46.8
47.0
47.5
47.8
47.6
48.5
48.1
48.8
School Unemployment
Enrollment((» Rateee)
14,210
14,010
14,160
14,132
14,000
13,652
13,207
12,523
11,789
11,675
7.9%
6.6
5.9
5.0
4.7
3.9
3.3
2.9
5.7
4.3
(a) Population data for the City is from the University of Florida, Bureau of Economic and Business
Research, published April 1 of each year.
(b) Per capita personal income data for Pinellas County for 2012-2020 is from the Florida Office of Data
& Economic Research.
(c) Median age data for Pinellas County for 2012-2016 is from the University of Florida, Bureau of
Economic and Business Research. Data for 2017-2020 is from the U.S. Census Bureau, American
Community Survey.
(d) School enrollment data for public schools located within the City is from the Pinellas County School
District.
(e) Unemployment data for the Tampa -St. Petersburg -Clearwater Metropolitan Statistical Area for
September of each year is from the Bureau of Labor Statistics.
Note: Data is the latest published annual data available for an unspecified point in each year, not
specifically September 30.
Source: City of Clearwater, Florida Annual Comprehensive Financial Report for the Fiscal Year ended
September 30, 2021.
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A-7
Building Permit Activity
Pinellas County, Florida
2011-2020
(Valuations in 000's)
Number of Units
Calendar Single Multi- Total
Year Family Family Valuations
2011 340 14 $ 89,110
2012 488 1,072 231,250
2013 699 2,313 333,438
2014 663 1,023 307,384
2015 1,648 1,294 630,395
2016 984 1,343 468,679
2017 909 960 392,048
2018 936 1,532 452,252
2019 912 2,495 579,815
2020 896 1,423 368,691
Source: U.S. Census Bureau, Building Permit Activity by County.
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A-8
City of Clearwater, Florida
Assessed Value and Estimated Actual Value of Taxable Property
Last Ten Fiscal Years (in thousands of dollars)
Assessed Value("
Less:
Government Homestead Total Total Estimated Assessed
and Assessment Less: Tax Taxable Direct Actual Value as %
Fiscal Residential Commercia Industrial Institutional Personal Other Cap Exempt Assessed Tax Taxable of Actual
Year Property 1 Property Property Property Property Property Differential°' Property Value Rate) Value Value
2012 $6,732,585 $2,001,945 $149,166 $973,917 $609,704 $94,750 $391,670 $2,573,448 $ 7,596,949 5.1550 $8,937,587 85.0%
2013 6,496,278 2,043,952 140,377 1,017,944 593,746 114,615 290,989 2,623,699 7,492,224 5.1550 8,814,381 85.0
2014 6,863,874 2,077,078 149,298 1,057,915 601,743 113,552 485,295 2,640,339 7,737,826 5.1550 9,103,325 85.0
2015 7,713,777 2,145,212 156,487 1,117,973 631,798 113,591 959,433 2,714,945 8,204,460 5.1550 9,652,306 85.0
2016 8,606,077 2,248,376 161,628 1,167,103 659,302 116,457 1,447,451 2,762,807 8,748,685 5.1550 10,292,571 85.0
2017 9,309,714 2,416,458 181,646 1,170,702 653,678 116,714 1,655,985 2,792,826 9,400,101 5.1550 11,058,942 85.0
2018 10,027,947 2,634,890 191,916 1,199,559 753,946 112,055 1,835,694 2,903,688 10,180,931 5.1550 11,977,566 85.0
2019 10,929,070 2,924,352 193,383 1,229,391 1,097,973 130,025 2,022,246 3,322,023 11,159,925 5.9550 13,129,324 85.0
2020 11,645,166 3,133,808 201,106 1,289,515 1,043,462 142,185 2,150,286 3,392,403 11,912,553 5.9550 14,014,768 85.0
2021 12,416,788 3,258,784 220,657 1,399,614 1,119,370 161,319 2,244,667 3,613,906 12,717,959 5.9550 14,962,305 85.0
(a) Properties are assessed at approximately 85% of market value to reflect cost of sales, personal property included in market value, etc.
(b) Chapter 193.155, Florida Statutes, provides for an annual cap on assessment increases for "Homestead properties" (properties qualifying for Homestead
exemption). The cap is the lower of 3% of the assessed value of the property or the percentage change in the Consumer Price Index for All Urban Consumers.
(c) Rate is per $1,000 of assessed value.
Source: City of Clearwater, Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30, 2021.
A-9
City of Clearwater, Florida
Property Tax Levies and Collections Last Ten Fiscal Years
Collected within the
Fiscal Year of the Levy
Fiscal Taxes Levied for the
Year Fiscal Year
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
$39,162,295
38,622,438
39,888,516
42,294,009
45,099,493
48,457,539
52,482,716
66,457,374
70,939,266
75,735,461
Note 1:
Note 2:
Source:
Percentage
Amount of Levy
$37,874,151 96.71%
37,298,959 96.57
38,521,211 96.57
40,832,366 96.54
43,545,722 96.55
46,762,216 96.50
50,620,131 96.45
64,014,536 96.32
68,396,543 96.42
73,035,751 96.44
Collections in
Subsequent Years
$73,583
66,140
61,514
59,342
49,225
40,754
29,515
89,424
28,545
Total Collections to Date
Amount
$37,947,734
37,365,099
38,582,725
40,891,708
43,594,947
46,802,970
50,649,646
64,103,960
68,425,088
73,035,751
Percentage
of Levy
96.90%
96.74
96.73
96.68
96.66
96.59
96.51
96.46
96.46
96.44
Discounts are allowed for early payment: 4% for November, 3% for December, 2% for January, and 1% for February. No discount
is allowed for payment in March. Penalties are assessed beginning in April.
Prior to fiscal year 2012, the Pinellas County Tax Collector (the "Tax Collector") did not allocate delinquent taxes collected by the
original tax year levied. Consequently, all collections of delinquent taxes were applied to the immediately preceding tax year.
Beginning with fiscal year 2012, the Tax Collector has allocated delinquent taxes collected by the original tax year levied.
City of Clearwater, Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30, 2021.
A-10
City of Clearwater, Florida
Direct and Overlapping Property Tax Rates
Last Ten Fiscal Years
(rate per $1,000 of assessed value)
City Direct Rates Overlapping Rates
Pinellas Pinellas Emergency Downtown
Fiscal Total Pinellas County Transit Medical Other Development
Year Operating Direct County Schools District Services Districts Board(a)
2012 5.1550 5.1550 4.8730 8.3850 0.7305 0.8506 1.2390 0.9651
2013 5.1550 5.1550 5.0727 8.3020 0.7305 0.9158 1.3034 0.9651
2014 5.1550 5.1550 5.3377 8.0600 0.7305 0.9158 1.2959 0.9651
2015 5.1550 5.1550 5.3377 7.8410 0.7305 0.9158 1.2799 0.9651
2016 5.1550 5.1550 5.3377 7.7700 0.7305 0.9158 1.2629 0.9651
2017 5.1550 5.1550 5.3377 7.3180 0.7500 0.9158 1.2448 0.9651
2018 5.1550 5.1550 5.3590 7.0090 0.7500 0.9158 1.2262 0.9700
2019 5.9550 5.9550 5.3590 6.7270 0.7500 0.9158 1.2086 0.9700
2020 5.9550 5.9550 5.3950 6.5840 0.7500 0.9158 1.1932 0.9700
2021 5.9550 5.9550 5.3590 6.4270 0.7500 0.9158 1.1800(b) 0.9700
(a) A separate taxing district established by referendum which affects only downtown properties.
(b) "Other" includes Pinellas County Planning Council 0.0150; Juvenile Welfare Board 0.8981; SW Florida Water Management District
0.2669.
Source: City of Clearwater, Florida, Annual Comprehensive Financial Report for the Fiscal Year ended September 30, 2021.
A-11
Taxpayer
REAL PROPERTY
Bellwether Prop FLA
Wyndham Vacation Resorts Inc
B W C W Hospitality LLC
John S. Taylor Properties LLC')
K & P Clearwater Estate LLC
Clearmar LLC
P E P F Solaris Key LLC
Sandpearl Resort LLC
CL Clearwater LP
GRFPLLC
Crystal Beach Capital LLC
Standard Grand Reserve LLC
Centro Np Clearwater Mall LLC
Sand Key Assoc Ltd Partnership
Zom Bayside Arbors LTD
Weingarten Nostat Inc
Radsk Assoc Ltd.
Total
City of Clearwater, Florida
Principal Real Property Taxpayers
Current Year and Nine Years Ago
2021
Taxable
Assessed Value
$157,724,000
123,325,447
106,375,729
86,305,252
81,000,000
73,000,000
70,700,000
65,473,851
65,000,000
65,000,000
$893,904,279
Percentage
of Total
City
Taxable
Assessed
Rank Value
1 1.30%
2 1.01%
3 0.87%
4 0.71%
5 0.67%
6 0.60%
7 0.58%
8 0.54%
9 0.53%
10 0.53%
2012
Taxable Assessed
Value
$119,775,938
7.34%
Percentage
of Total
City
Taxable
Assessed
Rank Value
1 1.67%
43,283,000 3
0.60%
33,917,233 7 0.47%
75,324,551
38,350,000
37,470,911
35,750,000
31,958,925
25,832,000
23,250,000
$464,912,558
2
4
5
6
8
9
10
1.05%
0.53%
0.52%
0.50%
0.45%
0.36%
0.32%
6.47%
(1) John S. Taylor Properties LLC was listed as John S. Taylor III in 2011.
Source: City of Clearwater, Florida, Annual Comprehensive Financial Report for the Fiscal Year ended
September 30, 2021.
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A-12
City of Clearwater, Florida
Ratios of General Bonded Debt Outstanding
Last Ten Fiscal Years
The City did not have any General Bonded Debt Outstanding in the last 10 Fiscal
Years. Details regarding the City's other outstanding debt can be found in the notes to
the financial statements contained in Appendix D attached to this Official Statement.
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A-13
City of Clearwater, Florida
Direct and Overlapping Government Activities Debt
As of September 30, 2021
(amounts in thousands)
Governmental Unit
Estimated
Estimated Share of
Debt Percentage Overlapping
Outstanding Applicablew Debt
Debt Repaid with Property Taxes $ n/a $
Other Debt
Pinellas County Government Notes 12,006 13.9% 1,665
Pinellas County Government Capital Leases 433 13.9 60
Pinellas County School District Certificates of Participation 133,889 13.9 18,564
Pinellas County School District State Bonds(b) 6 13.9 1
Pinellas County School District Capital Leases 2,974 13.9 412
Subtotal, overlapping debt
City Direct Debt
Total Direct and Overlapping Debt
20,702
16,613
$37,315
(a) The percentage of overlapping debt applicable is estimated using taxable assessed property values.
Applicable percentages were estimated by determining the portion of another governmental unit's taxable
assessed value that is within the City's boundaries and dividing it by each unit's total taxable assessed value.
(b) The School District State Bonds are secured by a pledge of the School District's portion of the State -assessed
motor vehicle license tax. The State's full faith and credit is also pledged for the bonds.
Note: Overlapping governments are those that coincide, at least in part, with the geographic boundaries of the
City. This schedule estimates the portion of the outstanding debt of those overlapping governments that
is borne by the residents and businesses of the City. This process recognizes that, when considering the
City's ability to issue and repay long-term debt, the entire debt burden borne by the residents and
businesses should be taken into account.
Source: City of Clearwater, Florida, Annual Comprehensive Financial Report for the Fiscal Year ended
September 30, 2021; Assessed value data used to estimate applicable percentages provided by Pinellas
County Property Appraiser. Debt outstanding data is provided by each respective governmental unit.
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Fiscal
Year
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
City of Clearwater, Florida
Legal Debt Margin Information
Last Ten Fiscal Years
(amounts in thousands)
Debt
Limit
$1,911,916
1,904,237
1,955,083
2,057,302
2,170,214
2,307,618
2,466,049
2,676,718
2,852,238
3,042,407
Total Net
Debt
Applicable Legal
to Limit Debt Margin
$224,409
215,753
208,318
204,926
199,317
199,611
193,379
182,710
170,515
155,808
Legal Debt Margin Calculation for Fiscal Year 2021:
$1,687,507
1,688,484
1,746,765
1,852,376
1,970,897
2,108,007
2,272,670
2,494,008
2,681,723
2,886,599
Assessed valuation of all real property
Debt Limit (20% of assessed valuation per City Charter)
Debt applicable to limit:
Revenue bonds
Capital leases
Less: Amount set aside for repayment of bonded debt
Legal debt margin
Total Net Debt
Applicable to
Limit as
Percentage of
Debt Limit
$151,240
13,180
(8,612)
11.74%
11.33
10.66
9.96
9.18
8.65
7.84
6.83
5.98
5.12
$15,212,034
3,042,407
155,808
$2,886,599
Note: Per City Charter, the City's indebtedness, to include revenue, refunding, and improvement
bonds shall not exceed 20 percent of the current assessed valuation of all real property located
in the City.
Source: City of Clearwater, Florida, Annual Comprehensive Financial Report for the Fiscal Year ended
September 30, 2021.
A-15
EXHIBIT D
FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT
Resolution No. 22-_
D-1
CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the "Disclosure Agreement"), dated as of
July 2022, is executed and delivered by and between the CITY OF
CLEARWATER, FLORIDA (the "Issuer") and DIGITAL ASSURANCE
CERTIFICATION, L.L.C., as exclusive Disclosure Dissemination Agent (the
"Disclosure Dissemination Agent" or "DAC") for the benefit of the Holders (hereinafter
defined) of the Bonds (hereinafter defined) and in order to assist
(the "Underwriter") in processing certain continuing disclosure with respect to the Bonds
in accordance with Rule 15c2-12 of the United States Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended
from time to time (the "Rule").
The services provided under this Disclosure Agreement solely relate to the
execution of instructions received from the Issuer through use of the DAC system and do
not constitute "advice" within the meaning of the Dodd -Frank Wall Street Reform and
Consumer Protection Act (the "Act"). DAC will not provide any advice or
recommendation to the Issuer or anyone on the Issuer's behalf regarding the "issuance of
municipal securities" or any "municipal financial product" as defined in the Act and
nothing in this Disclosure Agreement shall be interpreted to the contrary. DAC is not a
"Municipal Advisor" as such term is defined in Section 15B of the Securities Exchange
Act of 1934, as amended, and related rules.
SECTION 1. Definitions. Capitalized terms not otherwise defined in this
Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in
conflict with the Rule, in the Official Statement (hereinafter defined). The capitalized
terms shall have the following meanings:
"Annual Filing Date" means the date, set in Sections 2(a) and 2(0 hereof,
by which the Annual Report is to be filed with the MSRB.
"Annual Financial Information" means annual financial information as such
term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of this
Disclosure Agreement.
"Annual Report" means an Annual Report containing Annual Financial
Information as described in and consistent with Section 3 of this Disclosure
Agreement.
"Audited Financial Statements" means the annual financial statements of
the Issuer for the prior fiscal year, certified by an independent auditor as prepared
in accordance with generally accepted accounting principles, or otherwise, as such
term is used in paragraph (b)(5)(i)(B) of the Rule and specified in Section 3(b) of
this Disclosure Agreement.
"Bonds" means the bonds as listed on the attached Exhibit A, with the 9 -
digit CUSIP numbers relating thereto.
"Certification" means a written certification of compliance signed by the
Disclosure Representative stating that the Annual Report, Audited Financial
Statements, Notice Event notice, Failure to File Event notice, Voluntary Event
Disclosure or Voluntary Financial Disclosure delivered to the Disclosure
Dissemination Agent is the Annual Report, Audited Financial Statements, Notice
Event notice, Failure to File Event notice, Voluntary Event Disclosure or
Voluntary Financial Disclosure required to be submitted to the MSRB under this
Disclosure Agreement. A Certification shall accompany each such document
submitted to the Disclosure Dissemination Agent by the Issuer and include the full
name of the Bonds and the 9 -digit CUSIP numbers for all Bonds to which the
document applies.
"Disclosure Dissemination Agent" means Digital Assurance Certification,
L.L.C., acting in its capacity as Disclosure Dissemination Agent hereunder, or any
successor Disclosure Dissemination Agent designated in writing by the Issuer
pursuant to Section 9 hereof.
"Disclosure Representative" means the Finance Director or Assistant
Finance Director of the Issuer or his or her designee, or such other person as the
Issuer shall designate in writing to the Disclosure Dissemination Agent from time
to time as the person responsible for providing Information to the Disclosure
Dissemination Agent.
"Failure to File Event" means the Issuer's failure to file an Annual Report
on or before the Annual Filing Date.
"Financial Obligation" as used in this Disclosure Agreement is defined in
the Rule as (i) a debt obligation; (ii) derivative instrument entered into in
connection with, or pledged as a security or a source of payment for, an existing or
planned debt obligation; or (iii) guarantee of (i) or (ii). The term "Financial
Obligation" shall not include municipal securities as to which a final official
statement has been provided to the MSRB consistent with the Rule.
"Force Majeure Event" means: (i) acts of God, war, or terrorist action; (ii)
failure or shut -down of the Electronic Municipal Market Access system
maintained by the MSRB; or (iii) to the extent beyond the Disclosure
Dissemination Agent's reasonable control, interruptions in telecommunications or
utilities services, failure, malfunction or error of any telecommunications,
computer or other electrical, mechanical or technological application, service or
system, computer virus, interruptions in Internet service or telephone service
(including due to a virus, electrical delivery problem or similar occurrence) that
2
affect Internet users generally, or in the local area in which the Disclosure
Dissemination Agent or the MSRB is located, or acts of any government,
regulatory or any other competent authority the effect of which is to prohibit the
Disclosure Dissemination Agent from performance of its obligations under this
Disclosure Agreement.
"Holder" means any person (a) having the power, directly or indirectly, to
vote or consent with respect to, or to dispose of ownership of, any Bonds
(including persons holding Bonds through nominees, depositories or other
intermediaries) or (b) treated as the owner of any Bonds for federal income tax
purposes.
"Information" means, collectively, the Annual Reports, the Audited
Financial Statements, the Notice Event notices, the Failure to File Event notices,
the Voluntary Event Disclosures and the Voluntary Financial Disclosures.
"MSRB" means the Municipal Securities Rulemaking Board, or any
successor thereto, established pursuant to Section 15B(b)(1) of the Securities
Exchange Act of 1934.
"Notice Event" means any of the events enumerated in paragraph
(b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement.
"Obligated Person" means any person, including the Issuer, who is either
generally or through an enterprise, fund, or account of such person committed by
contract or other arrangement to support payment of all, or part of the obligations
on the Bonds (other than providers of municipal bond insurance, letters of credit,
or other liquidity facilities), as shown on Exhibit A.
"Official Statement" means the Official Statement prepared in connection
with the issuance of the Bonds.
"Voluntary Event Disclosure" means information that is accompanied by a
Certification of the Disclosure Representative containing the information
prescribed by Section 7(a) of this Disclosure Agreement.
"Voluntary Financial Disclosure" means information that is accompanied
by a Certification of the Disclosure Representative containing the information
prescribed by Section 7(b) of this Disclosure Agreement.
SECTION 2. Provision of Annual Reports.
(a) The Issuer shall provide, annually, an electronic copy of the Annual Report
and Certification to the Disclosure Dissemination Agent not later than the Annual Filing
Date. Promptly upon receipt of an electronic copy of the Annual Report and the
3
Certification, the Disclosure Dissemination Agent shall provide an Annual Report to the
MSRB not later than April 30 following the end of each fiscal year of the Issuer,
commencing with the fiscal year ending September 30, 2022. Such date and each
anniversary thereof is the Annual Filing Date. The Annual Report may be submitted as a
single document or as separate documents comprising a package, and may
cross-reference other information as provided in Section 3 of this Disclosure Agreement.
(b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure
Dissemination Agent has not received a copy of the Annual Report and Certification, the
Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone
and in writing (which may be by e-mail) to remind the Issuer of its undertaking to
provide the Annual Report pursuant to Section 2(a). Upon such reminder, the Disclosure
Representative shall either (i) provide the Disclosure Dissemination Agent with an
electronic copy of the Annual Report and the Certification no later than two (2) business
days prior to the Annual Filing Date, or (ii) instruct the Disclosure Dissemination Agent
in writing that the Issuer will not be able to file the Annual Report within the time
required under this Disclosure Agreement, state the date by which the Annual Report for
such year will be provided and instruct the Disclosure Dissemination Agent to
immediately send a Failure to File Event notice to the MSRB in substantially the form
attached as Exhibit B, which may be accompanied by a cover sheet completed by the
Disclosure Dissemination Agent in the form set forth in Exhibit C-1.
(c) If the Disclosure Dissemination Agent has not received an Annual Report
and Certification by 10:00 a.m. Eastern time on the Annual Filing Date (or, if such
Annual Filing Date falls on a Saturday, Sunday or holiday, then the first business day
thereafter) for the Annual Report, a Failure to File Event shall have occurred and the
Issuer irrevocably directs the Disclosure Dissemination Agent to immediately send a
Failure to File Event notice to the MSRB in substantially the form attached as Exhibit B
without reference to the anticipated filing date for the Annual Report, which may be
accompanied by a cover sheet completed by the Disclosure Dissemination Agent in the
form set forth in Exhibit C -l.
(d) If Audited Financial Statements of the Issuer are prepared but not available
prior to the Annual Filing Date, the Issuer shall, when the Audited Financial Statements
are available, provide at such time an electronic copy to the Disclosure Dissemination
Agent, accompanied by a Certification, for filing with the MSRB.
(e) The Disclosure Dissemination Agent shall:
(i) verify the filing specifications of the MSRB each year prior to the
Annual Filing Date;
(ii) upon receipt, promptly file each Annual Report received under
Sections 2(a) and 2(b) hereof with the MSRB;
4
(iii) upon receipt, promptly file each Audited Financial Statement
received under Section 2(d) hereof with the MSRB;
(iv) upon receipt, promptly file the text of each Notice Event received
under Sections 4(a) and 4(b)(ii) hereof with the MSRB, identifying the Notice
Event as instructed by the Issuer pursuant to Section 4(a) or 4(b)(ii) hereof (being
any of the categories set forth below) when filing pursuant to Section 4(c) of this
Disclosure Agreement:
1. "Principal and interest payment delinquencies;"
2. "Non -Payment related defaults, if material;"
3. "Unscheduled draws on debt service reserves reflecting
financial difficulties;"
4. "Unscheduled draws on credit enhancements reflecting
financial difficulties;"
5. "Substitution of credit or liquidity providers, or their failure to
perform;"
6. "Adverse tax opinions, IRS notices or events affecting the tax
status of the security;"
7. "Modifications to rights of securities holders, if material;"
8. "Bond calls, if material, and tender offers;"
9. "Defeasances;"
10. "Release, substitution, or sale of property securing repayment
of the securities, if material;"
11. "Rating changes;"
12. "Bankruptcy, insolvency, receivership or similar event of the
obligated person;"
13. "Merger, consolidation, or acquisition of the obligated person,
if material;"
14. "Appointment of a successor or additional trustee, or the
change of name of a trustee, if material;"
5
15. "Incurrence of a Financial Obligation of the obligated person,
if material, or agreement to covenants, events of default,
remedies, priority rights, or other similar terms of a Financial
Obligation of the obligated person, any of which affect
security holders, if material;"
16. "Default, event of acceleration, termination event,
modification of terms, or other similar events under the terms
of a Financial Obligation of the obligated person, any of
which reflect financial difficulties;" and
(v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this
Disclosure Agreement, as applicable), promptly file a completed copy of Exhibit
B to this Disclosure Agreement with the MSRB, identifying the filing as "Failure
to provide annual financial information as required" when filing pursuant to
Section 2(b)(ii) or Section 2(c) of this Disclosure Agreement;
(f) The Issuer may adjust the Annual Filing Date upon change of its fiscal year
by providing written notice of such change and the new Annual Filing Date to the
Disclosure Dissemination Agent and the MSRB, provided that the period between the
existing Annual Filing Date and new Annual Filing Date shall not exceed one year.
(g) Anything in this Disclosure Agreement to the contrary notwithstanding, any
Information received by the Disclosure Dissemination Agent before 10:00 a.m. Eastern
time on any business day that it is required to file with the MSRB pursuant to the terms of
this Disclosure Agreement and that is accompanied by a Certification and all other
information required by the terms of this Disclosure Agreement will be filed by the
Disclosure Dissemination Agent with the MSRB no later than 11:59 p.m. Eastern time on
the same business day; provided, however, the Disclosure Dissemination Agent shall
have no liability for any delay in filing with the MSRB if such delay is caused by a Force
Majeure Event provided that the Disclosure Dissemination Agent uses reasonable efforts
to make any such filing as soon as possible.
SECTION 3. Content of Annual Reports.
(a) Each Annual Report shall contain Annual Financial Information with
respect to the Issuer, including the financial information and operating data of the type
included with respect to the Issuer, in the Official Statement, including, but not limited to
updates of the historical financial information set forth in the Official Statement under the
subcaptions "OTHER FINANCIAL INFORMATION — Historical Non -Ad Valorem
Revenues," and "— Historical Governmental Funds" for the then -immediately preceding
five fiscal years.
6
(b) Audited Financial Statements will be included in the Annual Report. If
Audited Financial Statements are not available, then unaudited financial statements,
prepared in accordance with GAAP will be included in the Annual Report. In such event,
Audited Financial Statements (if any) will be provided pursuant to Section 2(d).
Any or all of the items listed above may be included by specific reference from
other documents, including official statements of debt issues with respect to which the
Issuer is an "obligated person" (as defined by the Rule), which have been previously filed
with the Securities and Exchange Commission or available on the MSRB Internet
Website. If the document incorporated by reference is a final official statement, it must
be available from the MSRB. The Issuer will clearly identify each such document so
incorporated by reference.
If the Annual Financial Information contains modified operating data or financial
information different from the Annual Financial Information agreed to in this continuing
disclosure undertaking related to the Bonds, the Issuer is required to explain, in narrative
form, the reasons for the modification and the impact of the change in the type of
operating data or financial information being provided.
SECTION 4. Reporting of Notice Events.
(a) The occurrence of any of the following events with respect to the Bonds
constitutes a Notice Event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to
perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service
of proposed or final determinations of taxability, Notices of
Proposed Issue (IRS Form 5701-TEB) or other material notices or
determinations with respect to the tax status of the Bonds, or other
material events affecting the tax status of the Bonds;
7. Modifications to rights of Bond holders, if material;
7
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the
Bonds, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the
Obligated Person;
Note to subsection (a)(12) of this Section 4: For the
purposes of the event described in subsection (a)(12) of this
Section 4, the event is considered to occur when any of the
following occur: the appointment of a receiver, fiscal agent or
similar officer for an Obligated Person in a proceeding under
the U.S. Bankruptcy Code or in any other proceeding under
state or federal law in which a court or governmental
authority has assumed jurisdiction over substantially all of the
assets or business of the Obligated Person, or if such
jurisdiction has been assumed by leaving the existing
goveming body and officials or officers in possession but
subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a
plan of reorganization, arrangement or liquidation by a court
or governmental authority having supervision or jurisdiction
over substantially all of the assets or business of the
Obligated Person.
13. The consummation of a merger, consolidation, or acquisition
involving an Obligated Person or the sale of all or substantially all of
the assets of the Obligated Person, other than in the ordinary course
of business, the entry into a definitive agreement to undertake such
an action or the termination of a definitive agreement relating to any
such actions, other than pursuant to its terms, if material;
14. Appointment of a successor or additional trustee or the change of
name of a trustee, if material;
15. Incurrence of a Financial Obligation of the Borrower, if material, or
agreement to covenants, events of default, remedies, priority rights,
or other similar terms of a Financial Obligation of the Borrower, any
of which affect security holders, if material; and
16. Default, event of acceleration, termination event, modification of
terms, or other similar events under the terms of a Financial
Obligation of the Borrower, any of which reflect financial
difficulties.
The Issuer shall, in a timely manner not later than nine (9) business days after its
occurrence, notify the Disclosure Dissemination Agent in writing of the occurrence of a
Notice Event. Such notice shall instruct the Disclosure Dissemination Agent to report the
occurrence pursuant to subsection (c) and shall be accompanied by a Certification. Such
notice or Certification shall identify the Notice Event that has occurred (which shall be
any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include
the text of the disclosure that the Issuer desires to make, contain the written authorization
of the Issuer for the Disclosure Dissemination Agent to disseminate such information,
and identify the date the Issuer desires for the Disclosure Dissemination Agent to
disseminate the information (provided that such date is not later than the tenth business
day after the occurrence of the Notice Event).
(b) The Disclosure Dissemination Agent is under no obligation to notify the
Issuer or the Disclosure Representative of an event that may constitute a Notice Event. In
the event the Disclosure Dissemination Agent so notifies the Disclosure Representative,
the Disclosure Representative will within two business days of receipt of such notice (but
in any event not later than the tenth business day after the occurrence of the Notice Event,
if the Issuer determines that a Notice Event has occurred), instruct the Disclosure
Dissemination Agent that either (i) a Notice Event has not occurred and no filing is to be
made or (ii) a Notice Event has occurred and the Disclosure Dissemination Agent is to
report the occurrence pursuant to subsection (c) of this Section 4, together with a
Certification. Such Certification shall identify the Notice Event that has occurred (which
shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement),
include the text of the disclosure that the Issuer desires to make, contain the written
authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such
information, and identify the date the Issuer desires for the Disclosure Dissemination
Agent to disseminate the information (provided that such date is not later than the tenth
business day after the occurrence of the Notice Event).
(c) If the Disclosure Dissemination Agent has been instructed by the Issuer as
prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice
Event, the Disclosure Dissemination Agent shall promptly file a notice of such
occurrence with MSRB in accordance with Section 2 (e)(iv) hereof. This notice may be
filed with a cover sheet completed by the Disclosure Dissemination Agent in the form set
forth in Exhibit C-1.
SECTION 5. CUSIP Numbers. The Issuer will provide the Dissemination
Agent with the CUSIP numbers for (i) new bonds at such time as they are issued or
become subject to the Rule and (ii) any Bonds to which new CUSIP numbers are
9
assigned in substitution for the CUSIP numbers previously assigned to such Bonds;
provided, however, that a failure to do so shall not be a breach by the Issuer of this
Disclosure Agreement.
SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges
and understands that other state and federal laws, including but not limited to the
Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of
1934, may apply to the Issuer, and that the duties and responsibilities of the Disclosure
Dissemination Agent under this Disclosure Agreement do not extend to providing legal
advice regarding such laws. The Issuer acknowledges and understands that the duties of
the Disclosure Dissemination Agent relate exclusively to execution of the mechanical
tasks of disseminating information as described in this Disclosure Agreement.
SECTION 7. Voluntary Filing.
(a) The Issuer may instruct the Disclosure Dissemination Agent to file a
Voluntary Event Disclosure with the MSRB from time to time pursuant to a Certification
of the Disclosure Representative. Such Certification shall identify the Voluntary Event
Disclosure, include the text of the disclosure that the Issuer desires to make, contain the
written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate
such information, and identify the date the Issuer desires for the Disclosure
Dissemination Agent to disseminate the information. If the Disclosure Dissemination
Agent has been instructed by the Issuer as prescribed in this Section 7(a) to file a
Voluntary Event Disclosure, the Disclosure Dissemination Agent shall promptly file such
Voluntary Event Disclosure with the MSRB. This notice may be filed with a cover sheet
completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-2.
(b) The Issuer may instruct the Disclosure Dissemination Agent to file a
Voluntary Financial Disclosure with the MSRB from time to time pursuant to a
Certification of the Disclosure Representative. Such Certification shall identify the
Voluntary Financial Disclosure, include the text of the disclosure that the Issuer desires to
make, contain the written authorization of the Issuer for the Disclosure Dissemination
Agent to disseminate such information, and identify the date the Issuer desires for the
Disclosure Dissemination Agent to disseminate the information. If the Disclosure
Dissemination Agent has been instructed by the Issuer as prescribed in this Section 7(b)
hereof to file a Voluntary Financial Disclosure, the Disclosure Dissemination Agent shall
promptly file such Voluntary Financial Disclosure with the MSRB. This notice may be
filed with a cover sheet completed by the Disclosure Dissemination Agent in the form set
forth in Exhibit C-3.
The parties hereto acknowledge that the Issuer is not obligated pursuant to the
terms of this Disclosure Agreement to file any Voluntary Event Disclosure pursuant to
Section 7(a) hereof or any Voluntary Financial Disclosure pursuant to Section 7(b)
hereof.
10
Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from
disseminating any other information through the Disclosure Dissemination Agent using
the means of dissemination set forth in this Disclosure Agreement or including any other
information in any Annual Report, Audited Financial Statements, Notice Event notice,
Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial
Disclosure, in addition to that required by this Disclosure Agreement. If the Issuer
chooses to include any information in any Annual Report, Audited Financial Statements,
Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or
Voluntary Financial Disclosure in addition to that which is specifically required by this
Disclosure Agreement, the Issuer shall have no obligation under this Disclosure
Agreement to update such information or include it in any future Annual Report, Audited
Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event
Disclosure or Voluntary Financial Disclosure.
SECTION 8. Termination of Reporting Obligation. The obligations of the
Issuer and the Disclosure Dissemination Agent under this Disclosure Agreement shall
terminate with respect to the Bonds upon the legal defeasance, prior redemption or
payment in full of all of the Bonds, when the Issuer is no longer an obligated person with
respect to the Bonds, or upon delivery by the Disclosure Representative to the Disclosure
Dissemination Agent of an opinion of counsel expert in federal securities laws to the
effect that continuing disclosure is no longer required.
SECTION 9 . Disclosure Dissemination Agent. The Issuer has appointed
Digital Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent
under this Disclosure Agreement. The Issuer may, upon thirty days written notice to the
Disclosure Dissemination Agent, replace or appoint a successor Disclosure
Dissemination Agent. Upon termination of DAC's services as Disclosure Dissemination
Agent, whether by notice of the Issuer or DAC, the Issuer agrees to appoint a successor
Disclosure Dissemination Agent or, alternately, agrees to assume all responsibilities of
Disclosure Dissemination Agent under this Disclosure Agreement for the benefit of the
Holders of the Bonds. Notwithstanding any replacement or appointment of a successor,
the Issuer shall remain liable to the Disclosure Dissemination Agent until payment in full
for any and all sums owed and payable to the Disclosure Dissemination Agent. The
Disclosure Dissemination Agent may resign at any time by providing thirty days' prior
written notice to the Issuer.
SECTION 10. Remedies in Event of Default. In the event of a failure of the
Issuer or the Disclosure Dissemination Agent to comply with any provision of this
Disclosure Agreement, the Holders' rights to enforce the provisions of this Agreement
shall be limited solely to a right, by action in mandamus or for specific performance, to
compel performance of the parties' obligation under this Disclosure Agreement. Any
failure by a party to perform in accordance with this Disclosure Agreement shall not
11
constitute a default on the Bonds or under any other document relating to the Bonds, and
all rights and remedies shall be limited to those expressly stated herein.
SECTION 11. Duties, Immunities and Liabilities of Disclosure
Dissemination Agent.
(a) The Disclosure Dissemination Agent shall have only such duties as are
specifically set forth in this Disclosure Agreement. The Disclosure Dissemination
Agent's obligation to deliver the information at the times and with the contents described
herein shall be limited to the extent the Issuer has provided such information to the
Disclosure Dissemination Agent as required by this Disclosure Agreement. The
Disclosure Dissemination Agent shall have no duty with respect to the content of any
disclosures or notice made pursuant to the terms hereof. The Disclosure Dissemination
Agent shall have no duty or obligation to review or verify any Information or any other
information, disclosures or notices provided to it by the Issuer and shall not be deemed to
be acting in any fiduciary capacity for the Issuer, the Holders of the Bonds or any other
party. The Disclosure Dissemination Agent shall have no responsibility for the Issuer's
failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to
determine the materiality thereof. The Disclosure Dissemination Agent shall have no
duty to determine, or liability for failing to determine, whether the Issuer has complied
with this Disclosure Agreement. The Disclosure Dissemination Agent may conclusively
rely upon Certifications of the Issuer at all times.
The obligations of the Issuer under this Section shall survive resignation or
removal of the Disclosure Dissemination Agent and defeasance, redemption or payment
of the Bonds.
(b) The Disclosure Dissemination Agent may, from time to time, consult with
legal counsel (either in-house or external) of its own choosing in the event of any
disagreement or controversy, or question or doubt as to the construction of any of the
provisions hereof or its respective duties hereunder, and shall not incur any liability and
shall be fully protected in acting in good faith upon the advice of such legal counsel. The
reasonable fees and expenses of such counsel shall be payable by the Issuer.
(c) All documents, reports, notices, statements, information and other materials
provided to the MSRB under this Agreement shall be provided in an electronic format
and accompanied by identifying information as prescribed by the MSRB.
SECTION 12. Amendment; Waiver. Notwithstanding any other provision
of this Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may
amend this Disclosure Agreement and any provision of this Disclosure Agreement may
be waived, if such amendment or waiver is supported by an opinion of counsel expert in
federal securities laws acceptable to both the Issuer and the Disclosure Dissemination
Agent to the effect that such amendment or waiver does not materially impair the
12
interests of Holders of the Bonds and would not, in and of itself, cause the undertakings
herein to violate the Rule if such amendment or waiver had been effective on the date
hereof but taking into account any subsequent change in or official interpretation of the
Rule; provided neither the Issuer or the Disclosure Dissemination Agent shall be
obligated to agree to any amendment modifying their respective duties or obligations
without their consent thereto.
Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent
shall have the right to adopt amendments to this Disclosure Agreement necessary to
comply with modifications to and interpretations of the provisions of the Rule as
announced by the Securities and Exchange Commission from time to time by giving not
less than 20 days written notice of the intent to do so together with a copy of the proposed
amendment to the Issuer. No such amendment shall become effective if the Issuer shall,
within 10 days following the giving of such notice, send a notice to the Disclosure
Dissemination Agent in writing that it objects to such amendment.
SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely
to the benefit of the Issuer, the Disclosure Dissemination Agent, the Underwriter, and the
Holders from time to time of the Bonds, and shall create no rights in any other person or
entity.
SECTION 14. Governing Law. This Disclosure Agreement shall be
governed by and construed in accordance with the laws of the State of Florida without
regard to any conflict of laws provisions thereof.
SECTION 15. Counterparts. This Disclosure Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall constitute
but one and the same instrument.
13
The Disclosure Dissemination Agent and the Issuer have caused this Continuing
Disclosure Agreement to be executed, on the date first written above, by their respective
officers duly authorized.
DIGITAL ASSURANCE CERTIFICATION
L.L.C., as Disclosure Dissemination Agent
By:
Name:
Title:
CITY OF CLEARWATER, FLORIDA, as
Issuer
By:
Name:
Title:
14
EXHIBIT A
NAME AND CUSIP NUMBERS OF BONDS
Name of Issuer City of Clearwater, Florida
Obligated Person(s) City of Clearwater, Florida
Name of Bond Issue: City of Clearwater, Florida Non -Ad Valorem Revenue
Bonds, Series 2022 (Imagine Clearwater Improvements)
Date of Issuance: July _, 2022
Date of Official Statement July , 2022
CUSIP Numbers:
A-1
EXHIBIT B
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer City of Clearwater, Florida
Obligated Person(s) City of Clearwater, Florida
Name of Bond Issue: City of Clearwater, Florida Non -Ad Valorem Revenue
Bonds, Series 2022 (Imagine Clearwater Improvements)
Date of Issuance: July _, 2022
Date of Official Statement July 2022
CUSIP Numbers:
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report
with respect to the above-named Bonds as required by the Disclosure Agreement between
the Issuer and Digital Assurance Certification, L.L.C., as Disclosure Dissemination
Agent. The Issuer has notified the Disclosure Dissemination Agent that it anticipates that
the Annual Report will be filed by
Dated:
cc:
Digital Assurance Certification, L.L.C., as
Disclosure Dissemination Agent, on behalf of
the Issuer
B-1
EXHIBIT C-1
EVENT NOTICE COVER SHEET
This cover sheet and accompanying "event notice" may be sent to the MSRB, pursuant to
Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D).
Issuer's and/or Other Obligated Person's Name:
City of Clearwater, Florida
Issuer's Six -Digit CUSIP Number:
or Nine -Digit CUSIP Number(s) of the bonds to which this event notice relates:
Number of pages attached:
Description of Notice Events (Check One):
1. "Principal and interest payment delinquencies;"
2. "Non -Payment related defaults, if material;"
3. "Unscheduled draws on debt service reserves reflecting financial
difficulties;"
4. "Unscheduled draws on credit enhancements reflecting financial
difficulties;"
5. "Substitution of credit or liquidity providers, or their failure to perform;"
6. "Adverse tax opinions, IRS notices or events affecting the tax status of the
security;"
7. "Modifications to rights of securities holders, if material;"
8. "Bond calls, if material, and tender offers;"
9. "Defeasances;"
10. "Release, substitution, or sale of property securing repayment of the
securities, if material;"
11. "Rating changes;"
12. "Bankruptcy, insolvency, receivership or similar event of the obligated
person;"
13. "Merger, consolidation, or acquisition of the obligated person, if material;"
14. "Appointment of a successor or additional trustee, or the change of name of
a trustee, if material;"
15. "Incurrence of a Financial Obligation of the obligated person, if material, or
agreement to covenants, events of default, remedies, priority rights, or other
similar terms of a Financial Obligation of the obligated person, any of which affect
security holders, if material;" and
C-1-1
16. "Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the obligated
person, any of which reflect financial difficulties."
Failure to provide annual financial information as required.
I hereby represent that I am authorized by the Issuer or its agent to distribute this
information publicly:
Signature:
Name: Title:
Date:
Digital Assurance Certification, L.L.C.
315 E. Robinson Street
Suite 300
Orlando, FL 32801
407-515-1100
C-1-2
EXHIBIT C-2
VOLUNTARY EVENT DISCLOSURE COVER SHEET
This cover sheet and accompanying "voluntary event disclosure" may be sent to the
MSRB, pursuant to the Disclosure Dissemination Agent Agreement dated as of
July _, 2022 between the Issuer and DAC.
Issuer's and/or Other Obligated Person's Name:
City of Clearwater, Florida
Issuer's Six -Digit CUSIP Number:
or Nine -Digit CUSIP Number(s) of the bonds to which this notice relates:
Number of pages attached:
Description of Voluntary Event Disclosure:
I hereby represent that I am authorized by the Issuer or its agent to distribute this
information publicly:
Signature:
Name: Title:
Date:
Digital Assurance Certification, L.L.C.
315 E. Robinson Street
Suite 300
Orlando, FL 32801
407-515-1100
C-2-1
EXHIBIT C-3
VOLUNTARY FINANCIAL DISCLOSURE COVER SHEET
This cover sheet and accompanying "voluntary financial disclosure" may be sent to the
MSRB, pursuant to the Disclosure Dissemination Agent Agreement dated as of
July _, 2022, between the Issuer and DAC.
Issuer's and/or Other Obligated Person's Name:
City of Clearwater, Florida
Issuer's Six -Digit CUSIP Number:
or Nine -Digit CUSIP Number(s) of the bonds to which this notice relates:
Number of pages attached:
Description of Voluntary Financial Disclosure:
I hereby represent that I am authorized by the Issuer or its agent to distribute this
information publicly:
Signature:
Name: Title:
Date:
Digital Assurance Certification, L.L.C.
315 E. Robinson Street
Suite 300
Orlando, FL 32801
407-515-1100
C-3-1