84-87
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RHSOLUTtON NO. .Jl.!:.a 7
A RBSOLUTION AWARDING $L;L050,447.45WATBR lie SBWER
REVBNUE BONDS, BERlES' 1984, OF. THB CITY OF
CLBARWATI1R, l'LORlDA. AUTHORIZING EXBCUTION AND
DELIVBRY OF A nON I> PURCHASE AGREBMENT FOR SUCH
BONDS. FIXING TIIB DATB, DB NOMINATIONS, MATUIUTIBS,
INTEREST RATBBt INTBREST PAYMBNT DATES, AND
RBDRMPTlON PROVISIONS WITH RBSPECT TO BUCH BONDS;
AUTHOJUZINO UBB OP OFFICIAL STATEMENTS IN
CONNBCTlON wrrH TilE MARKETING OF BUCH BONDS AND
OTHBR ACTION IN CONNECTION WITH THE DBLIVBRY OF
SUCH BONDS. DHBtGt,fATlNO A PAYING AGENT AND
RBGISTRAR. AND PROVIDING AN BFFECTIVE DATE.
WHBRBAS, the City of Cloarwater, Florida (the "lssuertl), has by Ordinance
No. 3614-84, duly enactnd on July 31, 1984, previously authorized the issuance of not
exceeding $43,000,000 Water & Sewor Revenue Bonds, Series 1984 of the Issuer; and
, '
WHBRBAS, tho Issuer hereby finds that the timing, size and complexity or the
financing and the present VOlatility or the munlclpo.l bond market require that Its terms be
negotiated at private sale rathor than otrorad by competitive bid at publfc sale in order to
assure the most favorable terms In the bond market and, therefore, has determined to seU
such Bonds (the "Bonds") at private, negotiated soleI and
WHBREAS, tho Issuer has received a Bond Purchase Agreement (the "Bond
Purchase Agreement") tram William R. Hough & Co. and Kirchner Moore & Company, as
Managers ot the Underwriters (hereinafter collectively called "Underwriter"), the
acceptance at which the Issuer determines to be in its best Interest; and
WHBRBAS, the Issuer desires to approve and authorize use of the OfCicial
Statement in cOMectlon with the marketing ot the Bonds and to authorize the taking of
all other necessary action In connection with the delivery of the Bonds; now therefore,
BB iT RBSOLVED BY THB CITY COMMISSION OP THE CITY OF
CLEARWATBR, PLORlDAz
8ecUon 1.
Award at Bonds. The Issuer hereby finds, determines and
deolares that the timing and size or the issue and complexity of the financing plan for the
Bonds, and current rapidly changing bond market conditions require that the bond issue be
negotiated at private sale rather than oftered by competitive bid at public sale in order to
assure the neceBBary nexlbllity to change the maturities, redemption features and interest
fates necessary to obtain the most favoarable terms in the bond market. The negotiated
sale ot the principal amount of Bonds stated in the tiUe at this resolution and in the Bond
Purchase Agreement of the Underwriter is hereby authorized pursuant to Section 218.385,
Pl"rlda ~tatutes. 'Ib.e otfer in the form of the Bond Purchase Agreement, attached hereto
LKL-IO/U/84-636A-1250
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10-18-84
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as Exhibit "A" and made a part hereoC, relating to the purchaso oC the Bonds is hereby
accepted and such principal amount oC Bonds are hereby awardod and sold to the
Underwriter at the purchase price and upon the terms and conditions set forth in the Bond
Purchase Agreement. The Issuer acknowledges receipt oC the Information required by
Section 218.385, Florida Statutes, in connection with negotiated sale or bonds. A copy at
the Underwriter's letter containing the required inCormation Is attached to the Bond
Purchase Agreement as Exhibit "B".
Section 2. Description of Bonds. (a) The Current Interest Bonda shall
be Issued in fully registered form, shall be dated December 1, 1984, shall be in the
denomination or $5,000 each or any integral multiple thereof and numbered consecutively
from one upward, shall mature on December 1 in the years and amounts set ro~th as part
of Exhibit A to the Bond Purchase Agreement and shall bear interest, payable on June 1,
1985 and semiannually thereafter on December 1 and June 1 ot each year at the rates of
interest set forth on Exhibit A to the Bond Purchase Agreement.
(b) The CapItal Appreciation Bonds shall be issued in fully registered Corm,
shall be dated, shall be in the denominations of $5,000 each Maturity Amount or any
integral multiple thereof, shall be numbered, shall mature and shall bear Interest at such
times and at such rates, all as set forth on Exhibit A to the Bond Purchase Agreement.
Section 3. Redemption Provisions. The Bonds shall be subject to
optional and mandatory redemption prior to maturity upon the terms and in the manner
set forth on Exhibit A to the Bond Purchase Agreement.
Section 4. Approval of Official Statement lor Borm The use of the
final Official Statement relating to the Bonds, in substantially the form attached to the
Bond Purchase Agreement as Exhibit C, and made a part hereof, with such revisions as are
consistent with the Bond Purchase Agreement and as shall hereafter be approved by the
Mayor-Commissioner and City Manager ot the Issuer, such approval to be evIdenced by
their execution thereof, Is hereby authorized and approved in connection with marketing
ot the Bonds, and the proper officers of the Issuer are hereby authorIzed to execute the
final Official Statement and to deliver same to the Underwriter.
SeoUoo 5. Execution of Bond Purchase Agreement and Authorization of
all other Necessary Aotlon. The proper offIcers of the Issuer are hereby authorized and
directed to execute and deliver the Bond Purchase Agreement and to execute the Bonds
when prepared and deliver the same to the Underwriter upon payment of the purchase
prIce pursuant to the conditions stated In the Bond Purchase Agreement. The Mayor-
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commissioner, City Clerk, City Manager and City Attorney for the
Issuer are each designated agents of the Issuer in connection with
the issuance and delivery of the Bonds, and are authorized and
empowered, collectively or individually, to take all action and
steps to execute and deliver any and all instruments, documents or
contracts on behalf of the Issuer which are necessary or desirable
in connection with the execution and delivery of the Bonda and which
are not inconsistent with the terms and provisions of this resolution
and other actions relating to the Bonds heretofore taken by the Issuer
including, without limitation, execution and delivery of any escrow
agreements, sale and purchase of investments, and publication of
notice of redemption of any Refunded Bonds.
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Section 6.
Designation of Paying Agent, Registrar and
Escrow Holder. Florida National Bank, St. Petersburg, Florida, is
hereby designated and approved as paying agent, ,registrar and escrow
holder for the Bonds.
Section 7.
Effective Date. This resolution shall take
effect immediately upon its adoption.
PASSED AND ADOPTED this 18th
day of October, 1984.
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William R Hou,g.h &. Co.
100 SECOND AVENUE SOUTH
SUITE BOO
P,O. DRAWER 1051
ST. PETERSBURG. FLORIDA 33731
Ie 131 623-8100
October 18. 1984
BOND PURCHASE AGREEfiENT
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$
City of Clearwater, Florida
Water and Sewer
Revenue Bonds, Series 1984
nncr:tV~n
Del 15 ,SM
'lIY ~7TORNEY
City of Clearwater, Florida
c/o the Honorable Mayor and
Members of the City Commission
Clearwater, Florida
The undersi gned (the IIUnderwri ters"), hereby offer as underwri ters to enter
into the following agreement with you (the "City"), whi,ch upon your acceptance of
this offer will be binding upon you and upon the Underwriters. This offer is made
subject to your acceptance by execution and delivery of this Bond Purchase Agree-
ment to William R. Hough & Co., 100 Second Avenue. South. Suite 800. St.
Petersburg, Florida 33701. on Qr before 9:00 p.m. Eastern Daylight Savings Time.
on October 18. 1984.
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1. Upon the terms and conditions and upon the basis of the representations
herein set forth. the City hereby agrees to sell and deliver to the Underwriters
all of the City's Water and Sewet' Revenue Bonds. Series 1984 (the 11 Bonds" ) and in
the aggregate principal amount set forth above at the purchase price of
$ plus. accrued interest to the date of closing. The Bonds shall
mature. bear interest. and be redeemable all as set forth in Exhibit A and shall
otherwise be obligations of the nature and type described in and contemplated by
the Preliminary Official Statement attached hereto as Exhibit C.
2. As a condition of the closing of the Bonds you will deliver to the Under-
writers executed Official Statement relating to the Bonds in final form acceptable
to the Underwriters no later than the date of closing. In addition to the fore-
going. you hereby authorize and ratify the use by the Underwriters of and confirm
the information contained in both the Preliminary Official Statements dated October
16. 1984. which is attached hereto as Exhibit C. and the 'executed Official State-
ments. You further represent that when delivered and paid for by the Underwriter
in accordance with the provisions of this Bond Purchase Agreement. the Bonds will
have been duly authorized, executed and issued and will constitute legal. valid and
binding obligations of the Ci t.y , enforceable against the City irt accordance with
their terms.
3. On or before November 15. 1984. at 10 :00 0 I clock a.m., or such time as
shall otherwise be agreed upon in writing by you and the Underwriters. the closing
of this agreement will take place at the offices of Florida National Bank, St.
Petersburg Florida, and you will deliver to the Underwriters the Bonds in perma-
nent form (all Bonds being printed or lithographed on steel engraved borders). duly
executed. together with the other documents hereinafter mentioned;. and the
00040
STATE, COUNTY AND MUNICIPAL BONDS
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City of Clearwater, Florida
c/o the Honorable Mayor and
Members of the City Commission
Clearwater, Florida
Page Two
.~ 4." .
Underwriters will accept such delivery and pay the purchase price thereof in Feder-
al Funds to the order of the City. The above date may be extended and the location
of the closing may be changed by mutual agreement of the parties.
4., The Underwriters shall have the right to cancel this agreement to purchase
the Bonds by notifying you in writing before the agreement is closed of its inten-
tion to do so if, at any time prior to the closing, (i) a decision by a court of
the United States or the tax court of the United States shall be rendered, or a
rule, regulation (final, temporary or proposed), or official statement by or on be-
half of the Treasury Department of the United states, the Internal Revenue Service
or other go~ernmental agency shall be made, or legislation shall have been enacted
by or favoraoly reported to or introduced in either the House of Representatives or
the Senate of the United States with respect to Federal taxation upon revenues or
other income of the general character derived by the City or upon interest received
on notes or bonds of the general character of the Bonds which, in the opinion of
Counsel for the Underwriters, materially affects the market price of the Bonds, or
(11) there shall have been a decl arati on cf war by the Un1 ted States, or there
shall have occurred a general suspension of trading on the New York Stock EXChange
or the declaration of a general banking moratorium by the United States, New York
or Florida State Authorities, or, (iii) any event shall have occurred or any condi-
tion shall ex1 st which, in the opinion of the UndeNriters, makes the Official
Statement or the Preliminary Official statement in the forms attached as Exhibit C
contain an untrue statement of a material fact or omit to a material fact necessary
in order to make the statements made therein, in light of the circumstances under
which they were made, not misleading.
5. The obligations of the Underwriters to take delivery of the Bonds and to
pay the purchase price therefor is contingent upon and SUbject to the Underwriters
receiving the following prior to closing:
(a) The unqualified approving opinion of Livermore, Klein & Lott, P.A.,
Bond Counsel to the City, as to dated the date of closing and substantially in the
form included as an appendix to the Preliminary Official Statement.
(b) The opinion of Thomas A. Bustin, Esquire, City Attorney, as to the
Bonds dated the date of closing, addressed to the Underwriters, in such form as
shall be acceptable to the Underwriters to the effect that: (i) the Bonds and this
agreement have been duly authorized, executed and delivered by the City and consti-
tute valid and binding obligations of the City enforceable in accordance with their
terms; (ii) the Preliminary Official Statement have been duly approved, executed,
ratified, and delivered by the City; (ifi) to the best of his know1edge, the infor-
mation contained in the Official Statement and the Preliminary Official Statement
is,true and correct in all material respects and such documents do not contain any
untrue statements of material fact and do not omit to state any material fact re-
quired to be stated therein or necessary to make the statements made therein, in
light of the circumstances under which they were made, not misleading; (iv) except
as m~ be set forth fn the Official Statement, there is no litigation, administra-
tive proceedings, or investigation before or by any court or other public agency,
either pending or threatened against the City, wherein an unfavorable outc;ome would
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City of Clearwater, Florida
c/o the Honorable M~or and
Members of the City Commissfon
Clearwater. Florida
Pagp. Three
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have a materially adverse effect on the City, its Water and Sewer System, the va.
lidity of the Bonds or any documents or proceedings in connection therewith, or any,
of the revenues pledged for the p~ent thereof.
(c) The opinion or opinions of Johnson. Blakely, Pope, Boker & Ruppel.
P.A.. Counsel to the Underwriters, dated the date of closing, to the effect that
(i) the Bonds are not SUbject to the registration requirement of the Securities Act
of 1933. as amended, and (ii) such counsel has no reason to believe, based on their
participation in preparation of the Official Statement, that the Official Statement
as of its date contained or as of the closing date contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not
misleading.
~ (d) Evidence of a rating by Moody's Investors Service, Inc. of not 1es~
t.:han "_" and a rating by Standard & Poor's Corporation of "_II. J
(e) Evidence that the
shall have issued to the Cfty an insurance policy insuring the payment of pr1ncipal
and interest on the Bonds, the premi~m for such insurance to be paid by the City.
(f) Such certificates, instruments. documents, proceedings, and other
opinions as the Underwriters or Bond Counsel may reasonably request to evidence the
truth and accuracy of the Pre1imfnary Official Statement and the Official State.
ment, the validaty and legality of all proceedings held in connection wfth the
Bonds, and the due performance or satisfaction by you at or prior to such date of
all agreements then to be performed and all conditions then to be satisfied by you.
in connection with the transactions contemplated hereby.
(9) A signed copy of the Verification Report in form and substance sat.
isfactory to Bond Counsel prepared by Price Waterhouse, Denver, Colorado in connec.
tion with the issuance of the Bonds.
(h) A letter from Price Waterhouse, Tampa. Florida. dated as of the date
of closing, to the Underwriters to the effect that (i) they are independent certf.
fied public accountants, as deffned fn Rule 101 of the Code of Professfona1 Ethics
of the American Institute of Certified Public Accountants, with respect to the
CitYi (ff) after reasonable revfew, nothing has come to their attention sfnce the
effective date of their report on the financial statements of the City's Water and
Sewer System that there has been any material adverse change in the financial con.
dition of the Water and Sewer System, except as disclosed in the Offfcia1 State.
menti (fii) they consent to the inclusion of their report on the audited financial
statements of the City's Water and Sewer System prepared by them as appendices to
the Official Statements and the description of and reliance on Price Wasterhouse as
experts in their field.
6. The City and the Underwriters acknowledge that in order to accomplish
the refunding that is contemplated it is necessary that an escrow be created and
that certain funds be deposited therein for the purpose of def~asing thQ refunded
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c/o the Honorable M~or and
Members of the City Commission
Clearwater, Florida
Page Four
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bonds. It is further acknowledged that a portion of the funds to be deposited into
the escrow shall be derived from moneys of the City presently on hand. In order to,
structure the refunding program the Underwriters have agreed to purchase from the
Escrow Holder certain United States obligations presently owned by the City and to
be deposited to the escrow at closing and have agreed to sell to the Escrow Holder
certai n United States obligations, which United States obligations sol d by the
Underwriters to the Escrow Holder shall be deposited fnto the escrow. The City
hereby agrees to instruct the Escrow Holder to sell those United States obligations
presently he1 din the Sf nki ng Fund for the Refunded Bond and further agrees to
instruct the Escrow Ho1 der to purchase from the Underwri ters those Uni ted States
obligations required to be deposited in the escrow account. The sale and delivery
of both the United States obligations to be sold and the United States obligations
to be purchased shall occur on the date of closing.
7. If the obligations of the Underwriters shall be terminated for any reason
permitted either by this Bond Purchase Agreement or by law, neither the
Underwriters nor you shall be under further obligation hereunder except as
hereinafter provided.
8. In accordance with Florida Statute 218.385, the Underwriters hereby dis-
close the information requried on Exhibits B attached hereto, and the City hereby
accepts and approves Exhibit B as constituting full compliance with such statute.
9. Any notice or other communication to be given to you under this Bond Pur-
chase Agreement may be given by mailing or delivering the same to the City Manager
at the principal office of the City, and any such notice or other communication to
be given to the Underwriters may be mailed or delivered to William R. Hough & Co.,
100 Second Avenue, South, Suite 800, St. Petersburg, Florida 33701.
10. As evi dence of the Underwri ters I good fai th under thi s Bond Purchase
Agreement, they deliver to you herewith, and by your acceptance of this Agreement
you acknowledge the receipt of, a certified or official bank check p~able to your
order in the amount of $ . This check is to be held by you uncashed until
the closing as security for the performance by the Underwriters of th~ir obligation
to accept delivery of and pay for the Bonds as herein provided. In the event the
Underwriters shall comply with such obligation, the check shall be returned to the
Underwriters at the time of delivery of the Ronds, and the Underwriters shall pay
the full purchase price of the Bonds as provided herein. The check shall be
returned ilTll1ediately to the Underwriters should the City not accept this offer,
should the Underwriters terminate their obligations hereunder as herein provided,
or should the City be unable to deliver the Bonds in accordanCE! with the terms
hereof. If the Underwriters shall fail to take delivery of the Bonds in accordance
with the provisions of this Bond Purchase Agreement, the check may be retained and
cashed by the City as and for full liquidated damages, and neither party shall have
any further rights against the other. No interest shall be paid by the Under-
writers or by the City upon sai d check.
11. This Bond Purchase Agreement is made solely for the benefit of the City
and the Underwriters, and no other party or parties shall acqui~e or have,any right
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c/o the Honorable M~or and
Members of the City Commission
Clearwater, Florida
Page Five
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hereunder or', by vi rtue hereof . All your representati ons and agreements in thi s
Bond Purchase Agreement shall remain operative and in full force and effect regard-
less of any investigation made by or on behalf of the Underwriters and shall sur-
vive the delivery of the Bonds.
11. The parties agree that as of the date of this Bond Purchase Agreement.
and at all times prior thereto, the Underwriters have been acting as Underwriters
and not as financial advisors.
1,.
WILLIAM R. HOUGH & co.
KIRCHNER MOORE & COMPANY
By:
Accepted by the City this 18th day of October, 1984
CITY OF CLEARWATER, FLORIDA
By:
Mayor
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By:
City Manager
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EXHIBIT A
$ City of Clearwater. Florida
Water and Sewer Revenue Bonds. Series 1984
Maturities and Interest Rates:
$
Current Interest Bonds
Date Principal Interest Date Pri nci pal Interest
(12/1) Amount Rate (12/1 ) Amount Rate
1985 $ ~ 1990 $ 'f,
1986 1991
1987 1992
1988 1993
1989 1994 '
. $
Capital Appreciation Bonds
Date
(12/1)
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
Original
PrinCipal Amount
$
Maturities
Amount_
Yield
to Maturi ty
'f,
$
'Redemption Provisions:
$ Current Interest Bonds. The Current Interest Bonds will not be
subject to optional redemption prior to their respective dates of maturity.
$ Capital Appreciation Bonds. The Capital Appreciation Bonds m~
be redeemed prior to their respective maturities on or after December 1. 1994. at
the option of the City from any moneys legally available therefore. upon notice as
provided in the Ordinance. in whole or fn part in inverse order of matur,ty and by
lot within a maturity on any June 1 or Dece~er 1. at the redemption prices
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(expressed as percentages of the Accreted Value as shown in the attached Accreted
Value Table Relating to the Capital Appreciation Bonds) as follows:
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Redemption Period
(dates inclusive)
December 1, 1994 to November 3D, 1995
December I, 1995 to November 30, 1996
December I, 1996 to November 30, 1997
December I, 1997 to November '30, 1998
December I, 199B to November 3D, 1999
becember 1, 1999 and thereafter
Redemption
Price
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