1701
1 ,
ORDINANCE NO. 1701
AN ORDINANCE AUTHORIZING THE ACQUISITION AND
CONSTRUCTION OF IMPROVEMENTS TO THE EXISTING
BRIDGE ACROSS CLEARWATER PASS BETWEEN CLEAR-'•
WATER BEACH AND SAN-" KEY, IN PINELLAS COUNTY,
FLORIDA, AUTHORIZING THE REFUNDING OF CERTAIN
PRESENTLY OUTSTANDING REVENUE OBLIGATIONS OF
THE CITY OF CLEARWATER, FLORIDA; PROVIDING FOR
THE ISSUANCE OF NOT EXCEEDING $6,990,000
UTILITIES TAX AND BRIDGE REVENUE BONDS, SERIES
1977, OF THE CITY TO BE•APPLIED TO PAY THE COST
OF SUCH IMPROVEMENTS AND TO REFUND THE PRINCI-
PAL, INTEREST AND REDEMPTION PREMIUMS IN RES-
PECT TO SUCH PRESENTLY OUTSTANDING OBLIGATIONS;
PLEDGING REVENUES DERIVED FROM THE UTILITIES
SERVICES TAXES LEVIED AND COLLECTED IN THE CITY
OF CLEARWATER, FLORIDA, AND THE REVENUES
DERIVED FROM SAID BRIDGE FOR THE PAYMENT OF
SAID BONDS AND MAKING CERTAIN COVENANTS AND
AGREEMENTS IN CONNECTION THEREWITH; PROVIDING
FOR PROPER NOTICE OF PROPOSED ENACTMENT.
BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF
CLEARWATER, FLORIDA:
D. "Holder of Bonds" or "1977 Bondholders" 'or any similar
term shall.mean any person who shall be the bearer or owner of any
outstanding 1977 Bond or 1977 Bonds registered to bearer, or•not
registered or the registered owner of any such 1977 Bond.or 1977
Bonds which shall at the time be registered other than to bearer.
SECTION 1. AUTHORITY FOR THIS ORDINANCE.' This ordinance
is adopted pursuant to the provisions of Chapter 166, Fart II,
Florida Statutes, and other applicable provisions of law.
SECTION 2, DEFINITIONS. The following terms shall have
the following meanings herein, unless the text otherwise expressly
requires:
A. "Issuer" shall mean the City of Clearwater, Florida.
B. "Act" shall mean Chapter 166, Part II, Florida Statutes,
and other applicable provisions of.law.
C. "1977 Bands" shall mean the Utilities Tax and
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Bridge Revenue Bonds, Series 1977, herein authorized to be issued.
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E. "Bridge" shall mean the existing brid a across Clear- - .'?i-? `
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water Pass between Clearwater teach and Sand Key in Pinellas County,
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Florida.
F. Project' shall mean the acquisition and construction ?`%;f .'. E:s ;?•' ?;,•
of additions, extensions and improvements to the City's Bridge, the =• ,'.ti•,
N .? construction and acquisition of a jetty, and the dredging of the
Clearwater Pass Channel.:
G. "Utilities Services Taxes" shall mean the taxes levied
Cj
' t and collected in said City on the purchase of utilities s
i ervices
pursuant to Section 166.231, Florida Statutes, (formerly Section ,? ??}{a'kw5'? `c
x 167.431, Florida Statutes), and-Ordinance No. 811 enacted on Febru- ? A' Z
ary 16, 1959, as amended by Ordinance No, 1381 enacted on May 15, 1972
(herein collectively referred to as "Utilities Services Tax ''.
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Ordinance"). ;
H. "Revenues" or "Gross Revenues" shall mean all tolls,
at charges or other income from any sources received by the Issuer or
accrued to the Issuer, from the ownership and operation of said
Bridge, and all parts thereof, all as calculated in accordance with
•.? sound accounting practice.
.,.,• A
' 1. "Operating Expenses" shall mean the current expenses,
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paid or accrued r of aperation r maintenance and repair of said IIridgg
and shall include, without limiting the generality of the foregoing,
labor, materials, insurance premiums, administrative expenses relat-
ing solely to said Project, and charges for the accumulation of ,
appropriate reserves not annually recurrent but which are such as may
reasonably be expected to be incurred in accordance with sound
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accounting practice, "Operating Expenses" shall not include any
payments'for principal or interest on the 1977 Bonds, or any allow-
ance for depreciation of said project or for the renewal and re- r`t
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placement of capital.assets of said Project.
J. "Net Revenues." shall mean "Revenues", as defined in
• 1?
subsection H above, after deduction therefrom of "Operating Ex-
penses", as defined in subsection I above and after deduction of
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required payments into the Renewal and Replacement Fund as defined
in and pursuant to Section 15C(2) hereof.
K. "City Engineer" shall mean a registered engineer
employed by the issuer as Dir4ctor of the City of Clearwater Engi-
neering Department,
L. "Refunded Bonds" means the outstanding bonds of?an issue
of $5,100,000 Bridge Revenue and Utilities Services Takes Bonds dated
June 1, 1974.
M. "Refunded Utilities Tax Bonds" means the outstanding
bonds of the following issues to be refunded by issuance of the
Utilities Tax Bonds, Series 1977, and the Special obligation Bonds,
Series 1977B, as authorized by separate ordinances herein respectively
called the "Utilities Tax Ordinance" and the "1977B Ordinance"
adopted on even date herewith: $2,275,000 Utilities Tax Improvement
Certificates, dated June 1, 1959; $525,000 Utilities Tax Improvement
Certificates, Series of 1960, dated December 1, 1960, and $1,720,.000
Utilities Tax Improvement Certificates, Series of 1952, dated
December 1, 1962.
N. "Escrow Deposit Agreement" means that certain Escrow
Deposit Agreement (Bridge Revenue) by and between the Issuer and a
bank or trust company to be selected and named by the issuer prior
to the sale-of the 1977 Bonds which agreement shall he in substantially
the form attached hereto as Exhibit A and incorporated herein by
reference.
0. "Parity obligations" means the Utilities Tax Bonds,
Series 1977, authorized by the Utilities Tax Ordinance of even date
herewith, and to be issued simultaneously with the 1977 Bonds.
P. "1977A Bonds" shall mean the Special obligation Bonds,
Series 1977A, authorized to be issued pursuant to separate ordinance
of the issuer of even date herewith, and to be issued simultaneously
with the 1977 Bonds.
Q. "Authorized Investments" shall mean direct, obligations
of the United States of America, obligations of its several agencies
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which are unconditionally guaranteed directly or indirectly by the
United States of America, or time deposits in banks or trust companies
represented by certificates of-deposit fully secured in the manner
required by the Laws of Florian, or such other-investments as are
authorized to be made under Florida law by the'7ssuer from time to
time.
R. "Federal Securities" shall mean only direct obligations
of, or obligations fully guaranteed as to principal and interest by,
the United States of'America, which are not redeemable at the option
of the obligor.
S. "Fiscal Year" shall mean the period commencing on
October 1 of each year and ending on the succeeding September 30.
T. "Sinking Fund Deposit" shall mean, in any'Fiscal Year,
the amount required to be deposited into the Sinking Fund Account in
such year pursuant to Section 15C(3) of this ordinasice and supple-
mental, resolution as provided for therein.
U. "Bond Service Requirement" shall mean, in any Fiscal
Year, the sum of the amount required to be deposited into the interest
Account in such year, the amount required to be deposited into the
Principal Account in such year, if any, and the amount: of the Sink-
ing-Fund Deposit in such year.
W. "Reserve Requirement" shall mean, in any year, the
maximum Bond Service Requirement, if any, on the 1977 Bonds becoming
due in any ensuing Fiscal Year,
Words importing singular number shall include the
plural number in each case and vice versa, and words importing
persons shall include firms and corporations.
SECTION 3. FINDINGS. It is hereby ascertained, determined
and declared that:
A. It is necessary and desirable and in the best interests
of the Issuer, and the inhabitants thereof, to construct and acquire
additions and improvements to the existing bridge across Clearwater
Pass, between the sorthern-most point of Clearwater Beach and Sand
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Key in Pinellas County, Florida (the "Bridge"),'in order to keep said
Bridge open for traffic; and it is hereby found and determined-that
in order to preserve said Bridge it is necessary and essential to
construct a jetty for said Bridge and to dredge the Clearwater Pass
Channel, and to make other improvements thereto. The project is neces-
sary for the public safety of the Issuer and the inhabitants thereof
within the meaning of Section 2-81 of the Code of ordinances of the
Issuer, as amended by Ordinance No. 1665 of the Issuer.
B. The Issuer has previously issued the Refunded Bonds,
of which the sum of $ 94,950,000 principal amount together with
interest in the amount of $ 5, 151, 9438 is outstanding and unpaid
as of June 1, 1977.
C. The Issuer deems it necessary and.in its best interest
to provide for the refunding of the Refunded Bonds. The refunding
program heroin described will be advantageous'to the:•Issuer, by
effecting a projected overall reduction in net debt service appli-
cable to bonded indebtedness and by revising certain covenants and
pledges made for the benefit of the holder's of the Refunded Bonds
to allow increased flexibility for investment of funds pledged and
held for part of the 1977 Bonds, all to the benefit of the Issuer.
D. The estimated cost of such Project and of such refunding
as above described is the sum of $9,690,000. Such cost shall be paid
from the proceeds derived from the sale of the 1977 Bonds and the
1977A Bonds, the 1977A Bonds and at least the first installment of
the 1977 Bonds to be issued simultaneously, together with certain
other funds, if any, ava.ilable to the Issuer, as follows:
(1) An amount sufficient to effect the refunding will be
deposited in an irrevocable escrow account established for the
holders of the Refunded Bonds, and invested in Federal Securities.
The principal amount of such Federal Securities will be sufficient
to make timely payments of all presently outstanding principal,
interest and redemption premiums in respect to the Refunded Bonds.
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The interest earnings from such Federal Securities will be sufficient:
to make timely payments of all principal and interest on the 1977A
Bonds and all expenses set fr+.-th in the Escrow Deposit Agrebment.
(2) Such costs shall be deemed to include legal expenses,
fiscal expenses, expenses for estimates of costs and of revenues,
administrative expenses, accrued interest, provisions for reserve,
and such other expenses as may be necessary or incidental for the
financing authorized by this ordinance.
E. Pursuant to Chapter 166, Part II,'Florida Statutes
(formerly Section 167.431, Florida Statutes), the Issuer on Febru-
ary 16, 1959, enacted an ordinance, as thereafter amended by an'
ordinance enacted.on May 15, 1972, levying taxes (hereinafter called
"Utilities Services Taxes") on each and every purchase of electricity,,
metered or bottled' gas (natural, liquefied petxol,ewn gas or manu-
factured gas), water service, fuel oil and local telephone service
within the'corporate limits of said Issuer; that said Utilities
Services Taxes are not pledged or encumbered in any manner, except
for the Refunded Bonds, and the Refunded Utilities Tax Bonds, and it
is deemed necessary and advisable to refund said Refunded Bonds and
said Refunded Utilities Tax Bonds in the manner provided herein and
in the Utilities Tax ordinance and to pledge the Utilities Services
Taxes to the 1977 Bonds to be issued pursuant to this ordinance and
to the Utilities Tax Bonds, Series 1977, to be issued simultaneously
with the'1977 Bonds pursuant to the Utilities Tax Ordinance.
F. The Issuer derives Revenues.from the operation of the
Bridge heretofore constructed and acquired, which Revenues are not
pledged or encumbered in any manner except for the prior payment of
the principal and interest on the Refunded Bonds, which such pledge
and encumbrance shall be defeased pursuant to the refunding herein
authorized. It is deemed necessary and in the best interests of the
Issuer to pledge the Net Revenues to be received from the Bridge to the
payment of the principal of and interest on the 1977 Bonds to be
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issued pursuant to'this ordinance and other payments provided for in
this ordinance.
G. The principal of and interest on the 1977 Bonds and
all. required sinking fund, reserve and other payments shall be
payable solely from the Net Revenues derived from the operation of
the Bridge as herein provided, and in tho event that the Net Revenues
are insufficient therefor, from the Utilities Ser
vices Taxes on a
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parity with the payment of the Utilities Tax Bonds, Series 1977. The s , tp?;?FS `{y •y' '
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Issuer shall never be required to levy ad valorem taxes on any real ?T .J
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property therein to pay the principal of and interest on the 1977
Bonds herein authorized or to make any other payments provided for ?y
herein. The 1977 Bonds shall not constitute a lien upon any properties ,
owned by or located within the boundaries of the Issuer, except the .?i
Utilities Services Taxes and the Net Revenues to be'derived from the
F.
operation of the Bridge.
H. The pledged Utilities Services Taxes will, in each
year hereafter, be sufficient to pay all Bond' Service Requirements
on the outstanding Parity obligations and to make all reserve and ,
other payments required by the Utilities Tax Ordinance, and,
together with the estimated Revenues to be derived from the operation
of the Bridge which will be available in each year hereafter, after
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payment of all operating Expenses and all payments into the Renewal
.and Replacement Account, will be sufficient to pay all Bond Service
Requirements on the 1977 Bonds to be issued hereunder, and to make ti
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all reserve and other payments required by this ordinance.
1. The total indebtedness of the Issuer, within the mean-
ing of the Act, does not exceed twenty per cent (20%) of the current
assessed valuation of all real property located in the Issuer, and
will not exceed such amount after issuance of the 1977 Bonds, the
Parity obligations, the 1977A Bonds, and the Special Obligation
Bonds, series 1977B.
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SECTION 4. AUTHORIZATION OF" PROJECT AND REFUNDING OF
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REFUNDED BONDS. There is hereby authorized the acquisition and con- t
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struction of the Project in accordance with the plans and specifica-
tions of the Issuer or its City Engineer presently on file or to be
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on file with the
Issuer. There is also authorized the refunding of
` the Refunded Bonds. The cost of the P%-oject shall be deemed to
?a include, without limitation, in addition to the cost of the items
described in the plans and specifications for the Project and the `?;`'4?,:
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funds to be deposited pursuant to the Escrow Deposit Agreement for ,
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the refunding of the Refunded Bonds, the cost of any lands or inter- fir„ f ry.. { j
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' est therein or any other properties deemed necessary or convenient
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estimates of costs and of revenues; expenses for plans, specifica-
tions and surveys; the fees of fiscal agents, finandial advisors or
f= consultants; administrative expenses relating solely to the construe-
r tion and acquisition of the Project; interest upon the 1977 Bonds, r
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coming due through the first interest payment date; and the creation
1 and establishment of reasonable reserves for debt service; and such
other costs and expenses as may be necessary or incidental to the
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financing herein authorized and the construction and acquisition of
the Project and the placing of same in operation.
SECTION 5. THIS INSTRUMENT TO CONSTITUTE CONTRACT. In =• '`"
consideration of the acceptance of the 1977 Bonds authorized to be s.
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issued hereunder by those who shall hold the same from time to time, Yr
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this ordinance shall be deemed to be and shall constitute a contract
between the Issuer and such holders. The covenants and agreements
herein set forth to be performed by the Issuer shall be for the
equal benefit, protection and security of the legal holders of any
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and all of the 1977 Bonds and the coupons attached thereto, all of
which shall be of equal rank and without preference, priority or,
distinction of any of the 1977 Bonds or coupons over any other
thereof, except as expressly provided therein and herein.
xi 4.. .
{•,A'aAO?rd?T??, 41701
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SECTION 6. AUTHORIZATION OF 1977 BONDS. Subject and
pursuant to the provisions hereof, obligations of the Issuer to be
known as "Utilities Tax and Ftri.dge Revenue Bonds, Series 197711,
herein defined as the "1977 Bonds", are authorized to be issued in
the aggregate principal amount: of not exceeding Six Million Nine
Hundred Ninety Thousand Dollars ($6,990,000).
SECTION 7. DESCRIPTION OF 1977 BONDS. The 1977 Bonds
shall be dated as of June 1, 1977; shall be numbered consecutively
from one upward within each installment; shall be in the denomination
of $5,000 each or integral multiples thereof; shall bear interest at
such rate or rates as are fixed by subsequent resolution of the
Issuer, but not exceeding the maximum rate fixed by the Act, such
interest to be payable semi-annually on June 1 and December 1 of
each year; and shall mature annually or :;emi-annually on such dates
and in such years (but not later than 2005) as are fixed by subse-,
quent resolution of the Issuer adopted at or prior to the sale of
the 1977 Bonds.
The 1977 Bonds shall be issued in coupon form; shall be
payable to bearer unless registered as hereinafter provided; shall
be payable with respect to both principal and interest at a bank or
banks to be subsequently determined by the Issuer prior to the de-
livery of the L977 Bonds; shall be payable in lawful money of the
United States of America; and shall bear interest from such date,
but not prior to the date of the 1977 Bonds, as is fixed by subse-
quent resolution of tha Issuer, payable in accordance with and upon
surrender of the appurtenant interest coupons as they severally
mature.
SECTION 8. EXECUTION OF BONDS AND COUPONS. The 1977 Bonds
shall be executed in the name of the Issuer by the Mayor-Commissioner
and City Manager and shall be attested by the City Clerk of the Issuer,
and approved as to form, sufficiency, and correctness by the City
Attorney, either manually or with his facsimile signature, and the
corporate seal of the Issuer or a facsimile thereof shall be affixed
[, a •w'. r ?. ,}?, Z?,?'ij w
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9/15/77
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y r`; t?1y?g:irY,`S•. •`? .. .?`'7' '.S .+ ??..+•' 'V'l.?t : . .t5s?'..I
a? ?ti
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.;? '?'?a??.1 :.'"? .-0'j;: `SS?,?i?T,' .:a?\?"`?.?`..?.-??.x.'"`. kr'?%?••??tpZ?pti_.?: -\.? :sir- i.sy? .? s. s- ,n _
1h `. y('•'?.?° -:?. .y. Y\o ??,?. lf,' F= 4. ;, :s •ei'? .'.y ..!? y= S+r?r• ?...
' RyFy' '` ?' ?+. ?.:'?{°?..???`y???;};i',•f' •?t?,? ?Y tia'5: S s :a)
?. ? .? •y54 a?3?. r`n '•T? ?;?E`•Y°? ?'z:= µk'1 .,rl?ar,?f,, ? +?j '] ? ?,
r •S ? ., , "S' ?.3?, 1'??,.'`.,?,":1 v' '?,y`?'•?' it ..g•.?'?:?•,,,ff ?•:.r?1y;,>+..•rt`?.',t'?`tt,' ?°
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thereto or reproduced thereon. The facsimile signatures of the City
Clerk, City Manager, and Mayor-Commissioner may be imprinted or
?`? -SSE"•- - •• •i5: =`r?• M1
?? 3r reproduced on'the 1977 Bonds, provided that at least one signature
?r .;} required. to be placed thereon shall be manually subscribed. In case
any officer whose signature shall appear on any of the 1977 Bonds +
shall cease to be such officer before the delivery of the 1977
c 'fir'
Bonds such signature or facsimile
shall nevertheless be valid and ?;?,' ?!!• •.i"' r'-:?;?:t"??!`.
' sufficient for all purposes the same as if he had remained in office
until such delivery. The 1977 Bonds may be sign'
and sealed on yh?.•`; !' '}
. behalf of the Issuer by such person who at the actual time of the ?x
execution of the 1977 Bonds shall hold the proper office with the
. ? y "' ?! fit= • ?
ft:° ."Yt; Issuer, although at the date of adoption of this ordinance such
".. ,' person may not have held such office or may not have been so autho-
rized.'•tj
The coupons attached to the 1977 Bonds shall be authenti-
cated with the facsimile signatures of any present or future City
Manager and Mayor-Commissioner of the Issuer, attested by the
facsimile signature of any present or future City Clerk, and may be
sealed on behalf of the Issuer by having imprinted thereon the word
"(Seal)". The validation certificate on the 1977 Bonds shall: be
executed with the facsimile signature of the Mayor"-Commissioner. The
Issuer may adopt and use for such purposes the facsimile signatures
of any persons who shall have held such offices at any time on or
after the date of adoption of this ordinance notwithstanding that
they may have ceased to be such officers at the time the 1977 Bonds
are actually delivered.
' SECTION 9. NEGOTIABILITY AND REGISTRATION. The 1977 Bonds
and the coupons appertaining thereto shall be and shall have all of
the qualities and incidents of negotiable instruments under the law
merchant and the Laws of the State of Florida, and each successive
holder, in accepting any of-the 1977 Bonds or the coupons appertain-
ing thereto, shall be conclusively.deemed to have agreed that the
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i •'',tis :1}..t l• ?s=.4i °'j'?'s :'h •' .eft. •.?` ? .?.,...l si'-.,1•" _? .?:.;"
y yn;f .?- .!tic.!^tc.:,.s1{LA?t7`•f?•• wl?• ., ;, ? j ?•?? ,y. .4• "t }'••'??'•
?i?'? 7!y?,.'?. ? ?4 ?'•?•G-.tY ?t.':1?'r ?. ?i n .. ? 'E ,r? r i ?•*?;?,
i3:t, ye Xy
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1977 Bonds shall be and have all of the qualities and incidents of
negotiable instruments under the law merchant and the Laws of the
State of Florida.
The 1977 Bonds may he registered at the option of the
holder as to principal only or as to both principal and interest, on
the books of the issuer at the office of the City Treasurer as Regis--
tzar, such registration to be noted on the back of the 1977 Bonds in
the space provided therefor. After such registration as to principal
only or both principal and interest, no transfer of the 1977 Bonds
shall be valid unless made at the office of the Registrar by the owner
or by his duly authorized agent or representative and similarly noted
on the 1977 Bonds, but the 1977 Bonds may be discharged from regis-
tration by being in like manner transferred to bearer, and there-
upon transferability by delivery shall be restored. At the option
of the holder, the 1977 Bonds may thereafter again from time to time
be registered or transferred to bearer as before. Such registration
as to principal only shall not affect the negotiability of the coupons
which shall continue to pass by delivery. The Issuer may make a
reasonable charge for every such transfer sufficient to reimburse it
for any expenses incurred by it; provided, however, that no charge
shall be made by the Issuer for the first transfer of any 1977 Bond -
from bearer to the registered owner.
SECTION 10. OBLIGATIONS MUTILATED, DESTROYED, STOLEN OR
LOST. In case any 1977 Bonds shall become mutilated, or be destroyed,
stolen or lost, the Issuer may in its discretion issue and deliver a
new 1977 Bond with all unmatured coupons attached, if any, of like
tenor as the 1977 Bonds and attached coupons, if any, so mutilated,
destroyed, stolen or lost, in exchange and substitution for such
mutilated 1977 Bond, upon surrender and cancellation of such muti-
lated 1977 Bond and attached coupons, if any, or in lieu of and sub-
stitution for the 1977 Bond and attached coupons, if any, destroyed,
stolen or lost, and upon the holder furnishing the Issuer proof of
his ownership thereof and satisfactory indemnity and complying with
'i
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9/15/77
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#•. ??A .,? ?'`r i°i')1,'. ?t. ! 'rte f ? 'i: ., . . . ':? °? .?'-'•.. i•?' ,' !?:} ?' !1"? L .c.
? ?aiK "y•y?* ??'?f??1D'tr,j+S)ti.: .ri: i`?" - "?` i?,' .., ?'V ... Y{"t• :iS' :f: 'n„i
? Y`!? ':? '- 24l.. rAtw„i.c ;,}. •.??r .??..e` -?wJij'' .. •': t'?'-. ?? .}•
iw ?,a Cis .?C;??,- },.',r.. 'k 's.," tr6 ?.: ,'•?.1 :e• ,I, -'? } ? ?' ?' .. ;?y =. •
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?. y;p 5r:,. ,yi'^.. r` ; i` s ,` '.?+r:?, c.'.°> ' >fy,,, ..r`:L•J,, ;J s. ;; a '.'If Kit 5
f} k .? ,? r±.4•. r?,= ,?:?:.tw, ? ?i,????it •?3fri.4S"?s. t ?
'? : ,1+?, z"P??i?`??.-i` y'?_i st,.rr.i•;'?Ijf•r.lt.?t'.`•??Yw', .T IR,+?,, t,',
w. ?• t? a?fi 1•?,T SCs tlffY'f;?'".rr??,,.r,;, Sls, iS?";'.»#._"."t,'a?
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such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. All 1977 `?.
x '. Bonds and coupons so surrendered shall be cancelled. If any such 1977
Bond or coupon 'shall have matured or be about to mature, instead of
?4;Jsry issuing a substitute 1977 Bond or coupon, the Issuer may pay the '
same, upon being indemnified as aforesaid, and if such 1977 Bond or F;: coupon be lost, stolen or destroyed, without surrender thereof.
All such duplicate 1977 Bonds and coupons issued pursuant
111??i?SM[L'f' r _ .'• •'ey- i?i'??•.?il •4it' Yf?? ` )?. :.
to this section shall constitute original, additional contractual
''?'A?Z't?"S`:?. ? c.y r;,..•.+i4J??? rJ?y.?.i7.•.r?t9?y'?i??zx ?, ,,
?.
A.`.?, r ;t obligations on the part rf the Issuer whether or not the lost stolen ?Z- ?
cir?A?.i4 or destroyed 1977 Bonds or coupons be at any time found by anyone, y
'An
y{ ??wr u ca e 7 B ds and c?
zr and such d pli t 19 7 on coupons shall be entitled to equal
?f °L,rti and proportionate benefits and rights as to lien on and source and
security for payment from the funds, as hereinafter pledged, to the .f
same extent as all other 1977 Bonds and coupons issued hereunder.
.?Y SECTION 11. PROVISIONS FOR REDEMPTION. The 1977 Bonds
I4? shall be subject to redemption, at the option of the Issuer, upon ?.
' such terms and conditions as are fixed by subsequent resolution of
t
the Issuer, adopted at or prior to the sale of the 1977 Bonds or any
• • ry t
installment thereof.
¢ F r` Notice of such redemption (i) shall he published at least 4j.
thirty (30) days prior to the redemption date in a financial journal
published in the City and State of New York, (ii) shall be filed with
6 7v.
the Paying Agent, and (iii) shall be mailed, postage prepaid, to all
registered owners of 1977 Bonds to be redeemed at their addresses as
s
,•}* A they appear on the registration books hereinabove provided for.
.,1 Interest shall cease to accrue on any 1977-Bond duly called for prior
redemption on the redemption date, if payment thereof has been duly
provided.
SECTION 12. FOPUM OF BONDS AND COUPONS. The 1977 Bonds,
the interest coupons to be attached thereto, and the certificate of 3
w
validation shall'be. in substantially the following form, with such
-12-
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9/15/77
77
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omissions, insertions and
as
may be necessary and-desir?-.'
able and w hich are herein.authorized or permitted or which are sub-t
sequently authorized or permitted prior tothe issuance of the.'1977 '''''
Bonds:
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UNITED STATES OF AMERICA
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STATE OF FLORIDA ?;• a.,
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COUNTY OF PINELLAS
CITY OF CLEARWATER
UTILITIES TAX AND BRIDGE REVENUE BOND,
SERIES 1977
KNOW ALL MEN BY THESE PRESENTS that the City of Clearwater,
Florida (hereinafter called "City"), for value received, hereby
promises to to the bearer, or if this Bond
pay , d
be
b registered to the '1 S
'.. ??'`??'•':,,
registered holder as herein provided on the fi rst day of `;
i
19from the special funds hereinafter mentioned, the principal ?
sum of
?f;???`` ':.
THOUSAND DOLLARS
and to pay solely from such special funds, interest thereon from
,r..i
at the rate of per centum
( $) per annum until payment of the principal sum, such interest
to the maturity hereof being payable semi-annually on the first day ;.
of June and the first day of December in each year upon the presenta-
tion and surrender of the annexed coupons as they severally fall due.
Both principal of and interest on this Bond are payable in lawful
money of the United States of America at
or, at the option of the holder, at
slr , r•
This Bond is one of an authorized issue of Bonds in the
aggregate principal amount of $ of like date, tenor and
effect, except as to series, number, redemption provisions,
maturity (unless all Bonds mature on the same date) and interest
rate issued to finance a part of the cost of refunding the outstand-
ing Utilities Services Taxes and Bridge Revenue Bonds dated June 1,
r'
1974 (herein called the "Refunded Bonds"), and to finance the costF
f
of acquisition and construction of additions, extensions and improve-
ments to the City's existing bridge (the "Bridge") across Clearwater
Pass between Clearwater Beach and Sand Key, including the construction
and acquisition of a jetty and the dredging of the Clearwater Pass
rd,: °x?OI. 3 915/77
FeWu•?.•i..A..n 1 1 4?M1 e•,•.:y'_ .;4.:: ?`r•.' i' y' r 5 ?' (`1 :S
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. ?h• °?? '« ': ?' - ?., 1's ;:' ..a.. .:'{°+V ;: ',= L.. it
+' " 'ix rw'? '?3 r, r1ij,?.: ?' };??f4-.t?F`,.,''r•. ? 1-?:,', .?' : C,33'.'•- ??S•ti ? '` rlw ,?f 'il ?:,€' P
-wt ? ??t'?, : ?' ? 3 ? y?, e'a't ;??':-?d,,. „fi??;•%' ? .J
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Channel (the "Project"), under the authority of and in full compliance
with the Constitution and Statutes of the State of with the Constitu-
tion and Statutes of the State of Florida, including particularly
Chapter 166, Part II, Florida Statutes, and other applicable pro-
visions of law, and an ordinance duly enacted by the City an the
day.of , 1977, as supplemented (hereinafter
collectively called "Ordinance"), and is'subject to all the terms and
conditions of said ordinance.
This Bond and the coupons appertaining thereto, are payable
solely from a prior lien upon and pledge of the Net Revenues (as
defined in the ordinance) from the Bridge and the proceeds of the
utilities services taxes levied and collected by the City pursuant
to Section 166.231, Florida Statutes (formerly Section 167.431,
Florida Statutes) and ordinance No. 811 enacted by the City on
February 16, 1959, as amended by ordinance No. 1381 enacte-1 by the
City on May 15, 1972 (the "Utilities Services Taxes"), all in the
manner provided in the Ordinance. The lien upon and pledge of the
proceeds of the Utilities Services Taxes for the payment of the
Bonds is on a parity with the lien thereon and pledge thereof for
the payment of the City's outstanding Utilities Tax Bonds, Series
1977, dated June 1, 1977 (herein called the "Parity Obligations").
(Insert redemption provisions)
Notice of such redemption shall be given in the manner re-
quired by the ordinance.
This Bond does not constitute a general indebtedness of
the City within the meaning of any constitutional or statutory pro-
vision or limitation, and it is expressly agreed by the holder of
this Bond and the coupons appertaining thereto that such holder
shall never have the right to require or compel the exercise of the
ad valorem taxing power of the City for the payment of the principal
of and interest on this Bond or the making of any Sinking Fund, re-
serve or other.payments provided for in the Ordinance.
-15-
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tF 'It is further agreed
between the City and the holder of
ti this Bond that this Bond and the obligation evidenced thereby shall
r° =L ? not constitute a. lien upon t .. Project, or an art thereof, or o;i
4 ? •; 5
t.. any other property of or in the City, but shall constitute a lien
,
4:...; .
only an the Utilities Services Taxes and the Net Revenues in the
4 :•f;r..'` ~
manner provided in the Ordinance.
. ?r The City in the Ordinance has covenanted with and for the .?•',;?:...
?•' •?..?c.TI,• .:?'-r.;,;. ";•
V benefit of the holders of the Bonds of this issue M that it will
f'y INi
not repeal or adversely amend the ordinances levying the U
tiiities
y f "?' ?' 1r ?ra °1 Services Taxes so as to impair the power and obligations of the City
to levy and collect the Utilities Services Taxes, (ii) that it will
,a
levy and collect the Utilities Services Taxes at the maximum rates
permitted by law as will always provide funds in any year at least r
t ?j1
A v f{?
;. equal to 140% of the bond service requirement becoming due in such
year on the Bonds of this issue, the Parity Obligations, and all
additional obligations payable on a parity therewith, and 100% of,
n j all reserve and other payments provided for in the Ordinance, (iii) K
F
y - that the pledge and covenants in the Ordinance constitute a contract
between the City and the holders of the Bonds of this issue not
subject to repeal, impairment or modification by the City or the i
Legislature of the State of Florida, and (iv) that the City will
fix, establish, maintain and collect such tolls and other charges
for the use of the Bride and revise the same from time t
..? g to time
whenever necessary as will always produce revenues sufficient to
pay, as the same shall become due, the Operating Expenses of the
1 '
Bridge, and required deposits into the Renewal, Replacement and
Emergency Account, created pursuant to the Ordinance, and that such
tolls and other charges shall not be changed so as to be insufficient
'l
to provide adequate revenues for such purposes; and the City has
made certain other covenants for the benefit of the holders of the
Bonds of this issue, for the terms of which reference is made to the
Ordinance.
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it is hereby certified and recited that all acts, condi-
tions and things required to exist, to happen and to be performed pre-
cedent to and in the issuance of this Bond, exist, have happened and
have been performed in regular and due form and time as required by
the saws and Constitution of the State of Florida applicable thereto,
and that the issuance of the Bonds of this issue does not violate any
constitutional or statutory limitation or provision.
This Bond and the coupons appertaining thereto are and have
all the qualities and incidents of a negotiable instrument under the
law merchant and the laws of the State of Florida.
This Bond may be registered as to principal only or as to
both principal and interest in accordance with the provisions endorsed
hereon.
IN WITNESS WHEREOF, the City of Clearwater, Florida, has
issued this Bond and has caused the same to be signed by its Mayor-
Commissioner and City Manager and attested by its City Clerk either
manually or with their facsimile signatures, and the corporate seal
of the City or a facsimile thereof to be affixed, impressed, imprinted,
lithographed or reproduced hereon, and the interest coupons hereto
attached to be executed with the facsimile signatures of such officers,
all as of the first day of Tune, 1977.
CITY OF CLEARWATER, FLORIDA
(SEAL)
Attest %
City Clerk -
Mayor-Commissioner
City Manager
Approved. as to form, sufficiency
and correctness:
City Attorney
;t,'_ ;5,.:f• "{11h+i. -17-
9/15/77,
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FORM OF COUPON
No. S ..
On the first day cy , 19_, unless the Bond
to which this coupon is attached is callable and has been duly called
for prior redemption and provision duly made for the payment thereof,
the City of Clearwater, Florida, will pay to the bearer at
or, at the option of the holder, at
from the special funds
described in the Bond to which this coupon is attached, the amount
shown hereon in lawful money of the United States of America, upon
presentation and surrender of this coupon, being interest then due
on its Utilities Tax and Bridge Revenue Bond, Series 1977, dated
June 1, 1977, No.
CITY OF CLEARWATER, FLORIDA
(SEAL)
Attest:
City Clerk
Mayor-Commissioner
City Manager
VALIDATION CERTIFICATE
This Bond is one of a series of Bonds which were validated
by judgment of the Circuit Court for Pinellas County, Florida,
rendered on the day of , 1977.
Mayor-Commissioner
PROVISION FOR REGISTRATION
This Bond may be registered as to principal only in the
name of the holder on the books to be kept by the City Treasurer as
Registrar or such other Registrar as may hereafter be'-duly appointed,
such registration being noted hereon by such Registrar in the
sty.: l,e .. .?,?'?F•r. ''+.H?4??v1???4- !
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11 S Joel
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registration blank below, after which no transfer shall be valid un--
1
less made by written assignment on said books by the registered
holder or,attorney dull, aut;,:j,:ized and similarly noted in the regis-
tration blank below, but it may be discharged from registration by
being transferred to bearer, after which it shall be transferable by
delivery, but it may be again registered as before. The registration
of this Bond as to principal shall not restrain the negotiability of
the coupons by delivery, merely, but the coupons may be surrendered
with the interest made payable only to the registered holder, in
which event the Registrar shall note in the registration blank below
that this Bond is registrable as to interest as well as principal;
and thereafter the interest will be remitted by mail to the registered
holder. This Bond, when converted into a Bond registered as to both
principal and interest, may be reconverted into a coupon Bond and
again converted into a Bond registered as to both principal and inter-
est, as hereinbefore provided. Upon reconversion of this Bond, when
registered as to principal and interest, into a coupon Bond, coupons
representing the interest to accrue upon the Bond to date of maturity
shall be attached hereto by the Registrar, and the Registrar shall
note in the registration blank below whether the Band is registered
as to principal only or payable to bearer. The City may make a
reasonable charge for every such transfer sufficient to reimburse it
for any expenses incurred by it; provided, however, that no charge
shall be made by the City for the first transfer of any Bond from
bearer to the registered owner.
DATE OF IN WHOSE NAME MANNER OF SIGNATURE OF
REGISTRATION REGISTERED REGISTRATION REGISTRAR
`1. 9/15/73 !-
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SECTION 13. APPLICATION OF BOND PROCEEDS. The proceeds,
including accrued interest and premium, if any, received from the
sale of any or all of the 1977 Bonds shall be applied by the Issuer
simultaneously with the delivery of such 1977 Bonds to the purchaser
thereof, as follows:
A. The accrued interest- shall be deposited in the Interest
Account herein created a d shall be used only for the purpose of
paying interest becoming due on the 1977 Bonds.
B. To the extent not reimbursed therefor by the original
purchaser of the 1977 Bonds, or provided for in the Escrow Deposit
Agreement, the Issuer shall pay all costs and expenses in connection
with the preparation, issuance and sale of the 1977 Bonds:
C. A sum specified in the Escrow Deposit Agreement which
(1) together with the net proceeds of the sale of the 1977A Bonds
and the other funds described in the Escrow Deposit'Agreement to be
deposited in escrow, will be sufficient to pay, as of any date of
calculation, the principal of and interest on the Refunded Bonds as
the same shall become due or are redeemed as provided by subsequent
resolution of the Issuer, whichever is earlier, and which sum (2)
together with the net proceeds of the sale of the 1977A Bonds and
the other funds described in the Escrow Deposit Agreement to be de-
posited in escrow, if any, and together with the Escrow Deposit Income, as
defined in the Escrow Deposit Agreement, will be sufficient to make
the payments described above and to pay the principal of and inter-
est on the 1977A Bonds as the same shall became due and to pay the
Expenses, specified in the Escrow Deposit Agreement, shall be deposited
into the Principal Account and the Income Account established in the
Escrow Deposit Agreement, in the respective amounts sufficient for
such purposes.
Such funds shall be accounted for separately from all other
funds of the Issuer, and the moneys on deposit therein shall be with-
drawn, used and applied by the Issuer solely for the purposes set
forth herein and in the Escrow Deposit Agreement.
-20-
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Simultaneously with the delivery of the 1977 Bonds to the
original purchaser thereof, the Issuer shall enter into the Escrow
Deposit Agreement in substantially the form attached hereto as
Exhibit A with a bank or trust company approved by the'-Issuer, which
shall provide for the deposit of sums into the Principal and Income
Accounts and for the investment of such moneys in appropriate
Federal Securities so as to produce sufficient funds to rr_axe all of
the payments described in Section 13C of this ordinance. At the
time of execution of the Escrow Deposit Agreement, the Issuer shall
furnish to the Escrow Holder named therein appropriate documentation
to demonstrate that the sums being deposited and the investments to
be made will be sufficient for such purposes.
D. A special fund is hereby created, established and des-
ignated as the "City of Clearwater Bridge Project 1977 Construction
Fund" (herein called the "Construction Fund"). There shall be Paid
into the Construction Fund the balance of the moneys remaining after
making all the deposits and payments provided for in paragraphs A
through C, inclusive above.
Such fund shall be accounted for separately from all other
accounts of.the Issuer and the moneys on deposit therein shall be
withdrawn, used and applied by the Issuer solely to the payment of
the acquisition and construction costs of the Project and purposes
incidental thereto, as hereinabove described and set forth. If for
any reason such proceeds or any part thereof are not necessary for
or are not applied to the payment of such costs, then the unapplied
proceeds shall be applied and allocated by the Issuer into the Re-
serve Account to the extent necessary to meet the maximum require-
ments thereof, and any balance thereafter shall either be held in the
Construction Fund to pay the cost of extensions, additions and bettez-
ments to the Project upon the certification of the City Engineer that
such improvements are needed and are economically sound and feasible,
or, at the option of the Issuer, may be deposited into the Renewal,
Replacement and Emergency Account, or at the option of r;he Issuer
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f Y4..:: :.: °. ? i t?l.?['?' e.l '?1 '1 .. /',.•; r ?'" Y, .\r` `?p 1, ",.'? .Et ? >?'+
± :y,, ?,s •' ?` Yy?iti}?, ?1; ,?.; ?'?.' ..?.'stF.;n`. ?'!'.'?' 1 •;?• .. ??; 1.a t,..'.4 ?}' i?;t .,S r' ? .1?'i
,,f??± .yY`r:;, G;w`I+`Ir •ti,;.:': ;???•..?:n.i?3'j P., 4. al,•?J' •T :1 'E1 ?4, 'rj\,.
?? •+F.A? ',?ri ?.'(•"313?`;.gl i?._??.?'r ?'? ?F?, ?1'.,+Rt?...3?•iE •y ? ?'?. '. ?. ,' \ °.'s1' ??, ???:?1,' .?: ??'?';?f r''R'k.?•'?
aM? °?j ?.t?y. .1`?^.?? r?+,:y`?`' '''4';?-#.'.: 'e?..r. {.. ? .. .. , t_1 • `' :l : ? '?s`?'.?it`
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may be deposited into the Debt Service Fund herein created. All y
such proceeds shall be and constitute trust funds for such purposes,
and there is hereby created a lien upon such moneys until so applied
in favor of the holders of the 1977 7onds.
Any funds on deposit to the Construction Fund which, in ' k
the opinion of the Issuer are ,not immediately necessary for expendi-
ture,as provided herein, may be invested or reinvested in Authorized q I; J Fj4:, l!n?;?,?"?'• r
Investments. All such securities shall be held in the Construction Fund,
and all income derived therefrom shall remain in the Construction
Fund, and applied for the purposes thereof.
SECTION 14. SPECIAL OBLIGATIONS OF ISSUER. Neither the
r
i,
1977 Bonds nor coupons shall be or constitute general obligations
r
or indebtedness of the Issuer as "bonds" within the meaning of the
Constitution of Florida, but shall be payable solely from and secured
by a lien upon and a pledge of the Net Revenues and the proceeds of
the Utilities Services Taxes as herein provided. No holder or holders
of any 1977 Bonds issued hereunder or of any coupons appertaining
thereto shall ever have the right to compel the exercise of the ad
valorem taxing power of the Issuer or taxation in any form of any
real property therein to pay such 1977 Bonds or the interest thereon 'sa
-or be entitled to payment of such principal and interest from any
1Dther funds of the Issuer except from the special funds in the manner
provided herein. ,
r
The payment of the principal of and interest on the 1977
Bonds shall be secured forthwith equally and ratably by an irrevocable
lien on and pledge of the Net Revenues derived from the operation of
,the Bridge prior and superior to all other liens or encumbrances on '
such Net Revenues and by an irrevocable lien on and pledge of the
Utilities Services Taxes which, on a parity with the lien thereon
and pledge thereof for payment oL the Parity Obligations, shall be
! -22-
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`?r•!.` ;? °?t1rS? ?' : is s'y.; ,r,: ,,'. ;, ?, ? 1'S• ,i= ,:E g' ? •.r":! s,: 'f :r."?:7?' "iA,,?'''y.?.-•
.x' ?i" ?,4 ?n r?,-':i ,.ill=.` :,'F r.,ir v:o.: r`. .fj T• :5, .4,:[ a ?•?? '.
,,'??t 'q .1 ? ?? ??:-:?y1:'l:l,?'?Z? .[a„ ?.F;d,?, +s•.. 2 `.? .. l• .., s •L.N ,s. i ?i.J'r 1%'••.:Ri;•,
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prior and superior to-all other liens or encumbrances on such
Utilities Services Taxes, and the Issuer does hereby irrevocably
pledge such Net Revenues from the Bridge and such Utilities Services
Taxes to the payment of the principal of and interest on the 1977
Bonds, for the reserves therefor, and for all other required=payments.
SECTION 15. COVENANTS OF THE ISSUER. For as long-as any
of the principal of and interest on any of the 1977 Bonds shall be
outstanding and unpaid or until there shall have been set apart in
the Debt Service Fund, herein established, including the accounts
therein, a sum sufficient to pay at maturity, or redeem prior to
maturity,.when due the entire principal of the 1977 Bonds remaining
unpaid, together with interest accrued or to accrue thereon or until
provision for payment of the 1977 Bonds shall have been made in
accordance with this ordinance, the Issuer covenants with the holders
of any and all 1977 Bonds as follows:
A. BRIDGE OPERATING AND REVENUE FUND. The entire Gross
Revenues shall upon receipt thereof be deposited in the "City of
Clearwater Bridge Operating and Revenue Fund" (hereinafter called
the "Revenue Fund"), hereby created and established. Such Revenue
Fund, shall consr.?tute a trust fund for the purposes herein provided,
and shall be kept separate and distinct from all other funds of the
Issuer and used only for the purposes and in the manner herein
provided.
B. DEBT SERVICE FUND. A "Bridge Bond Debt Service Fund"
(hereinafter called the "Debt Service Fund") is hereby created and
established for the purpose of providing for the payment of the 1977
Bonds. In such fund, there shall be maintained the following accounts:
a Bridge Bond Interest Account (.the "Interest Account"); a Bridge
Bond Principal Account (the "Principal Account"),-.a Bridge Sand
Sinking Fund Account (the "Sinking Fund Account"); and a Bridge Bond
Reserve Account (the "Reserve Account").
C. DISPOSITION OF REVENUES. All Revenues at any time
remaining on deposit in the Revenue Fund shall be disposed of monthly,
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t ? ybi •3'"?? 4h{a ;?/'?•;r'?k `t5p st" •. ?. f?' n?a,: `.'1?'"?Y T?^3?1 ? , .' ? •, i. , .K?' ?4',?+r?r ;`1?1
• • ?'.z?d'?jil?7 ?+?`yY}rf Sy ;,}h3F yrS. ?''•• ??3 t'?if ??;s'•'i `• r ? ?. ;?"/}.
ty+ ??4J?,L??fi?,?, ' p?`ik"?`}ny.?f}?•a??5?L?1`$ ?r?;" ? fn ? ?` 1 rY .. } 3• ' . ` '.5 ..?.
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commencing in the month immediately following the delivery of the
1977 Bonds only in the following manner and in the following order
of 'priority:
(1) Revenues shall first be used to pay'the Operating
Expenses as herein defined, and may then be reserved for future
Operating Expenses in amounts from time-to time determined by the
Issuer.
(2) From the moneys remaining in the Revenue Fund, they
Issuer shall next deposit into a'separate account in the Revenue
Fund which is hereby created and designated "City of Clearwater
Bridge Renewal, Replacement and Emergency Account" (herein called
the "Renewal and Replacement Account"), an amount equal to one--
twelfth of seven percent of the Gross Revenues received in the
previous Fiscal Year, such deposit to be continued to be made for
the purpose of the account; provided, however, that no deposits
shall be required to be made so long as at least $750,000 remains on
deposit in the Construction Fund, and provided, further, that should
the amount of $750,000 be on deposit in the Renewal and Replacement
Account, the Issuer may discontinue such deposits if the City
Engineer certifies that no such further deposit is reasonably
required for the purposes of such Renewal and Replacement Account.
The moneys in the Renewal and Replacement Account shall be used only
for the purpose of paying the cost of extensions, enlargements or
additions to, or the replacement of capital assets of the Bridge and
emergency repairs thereto. The moneys-on deposit in such account
shall also be used to supplement the Reserve Account, if necessary,
in order to prevent a default on the payment of the principal of and
interest on the 1977 Bonds. The moneys on deposit in such fund
shall be withdrawn only upon the authorization of the City Commission
and the City Engineer.
(3) From the moneys on deposit in the Revenue Fund the
Issuer shall next deposit, on a parity with each other:
?'1' ??yy.,, ??hhw,3P ?,• : s . =I? ?.J..'1 •, ,-1'" ?1 _.'k ?t.? 'l ..
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(i,) into the Interest Account, such sums as will be
sufficient to pay one-sixth of all interest becoming due on the 1977
Bonds on the next semi-annual, interest payment date and the fees and
charges of the paying agents. The moneys in the Interest Account
shall be withdrawn and deposited with the paying agent for the 1977
Bonds on or before each interest payment date in an amount sufficient
to pay the interest due on such date and the fees and charges of the
paying agent. Such monthly payments shall be increased or decreased
proportionately prior to the first interest payment date or dates,
after making allowance for any deposits made into the Interest Account
upon the issuance of the 1977 Bonds.
(ii) into the Principal Account, such sum as, when
multiplied by the number of months remaining until the next ensuing
principal maturity on any 1977 Bonds then outstanding, the principal
of which is not required to be paid from the Sinking Fund Account
hereinafter created and established, will be sufficient, together
with the funds then on deposit therein, to pay the principal on such
1977 Bonds on such next ensuing principal maturity date, together
with any fees and charges of the paying agents therefor. The moneys
on deposit in the Principal Account shall be withdrawn and deposited
with the paying agents for such 1977 Bonds on or before each principal
maturity date in an amount sufficient to pay the principal maturing
on such date and the fees and charges of the paying agents,
(iii) into the Sinking Fund Account,'a Sinking Fund Deposit
in equal monthly amounts such that the cumulative amounts required to
be on deposit %n the Sinking Fund Account on each interest payment
date shall not be less than the amounts on each such date to be
fixed by subsequent resolution of the issuer prior to issuance of
the 1977 Bonds (which shall be fixed in an aggregate amount not less
than the principal amount of 1977 Bonds issued which are required to
be paid from the Sinking Fund Account). Investments on deposit in
the Sinking Fund Account shall be valued as of the time of their
-25-
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'?' Sir ??1°r! ?`??r?kYfw ,??.?r t'•'.?''. w,??..?;r? x',5....4 •? ? -3'? ?•f. "?. ?!'?.
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maturity such that sufficient funds will be available to pay the
maturing 1977 Bonds required to be paid from the Sinking Fund Account
when due.. The moneys in the Sinking Fund Account shall be used only
for the purpocso of (l) paying at maturity 1977 Bonds for which Sink-
ing Fund Deposits are established, or retirement of such 1977 Bonds
prior to maturity by optional redemption or by purchase in the open
market at noL• more than the then applicable optional redemption
price, or (2) purchasing or redeeming by mandatory redemption any
1977 Bonds for which mandatory redemption is established by subse-
quiant rosolution of the Issuer. Any excess of the redemption or
.f t t .
purchase price paid for such 1977 Bonds over.the principal amount
thereof shall be deposited into the sinking Fund Account as an
additional mandatory Sinking Fund Deposit within 45 days after such
purchase or redemption. :f
(4) From the moneys on deposit in the Revenue Fund the
Issuer shall next deposit into the Reserve Account herein created
and established a monthly sum of not less than one-sixtieth of the
Reserve Requirement. No further deposits shall be required to be
mado into the Reserve Account whenever the full Reserve Requirement
shall bo on deposit therein.
Any withdrawals from the Reserve Account shall be subse-
quently restored from the first moneys available in the Revenue Fund
after all required payments from the Revenue Fund (including all
deficiencies in prior required payments therefrom) have been made in
full.
Moneys in the Reserve Account shall be used only for the
purpose of paying Bond Service Requirements on the 1977 Bonds when
the other moneys in the Debt service Fund are insufficient therefor,
and for no other purpose. Whenever the amount on deposit in the
Reserve Account exceeds the then current Reserve Requirement, the
excess may be withdrawn from the Reserve Account and deposited in
any other account in the Debt Service Fund.
-26-
9 115/77'
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5) Any balance of moneys remaining in the Revenue Fund
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>`' ;,' :i=„atir*:• !
k R after making all of the above required payments may be used for any
lawful r6`
purpose of the Issuer. •?'`'?;?.??:`?`:???r?j•?`????;;
i No further deposits into the respective funds and accounts
shall be necessary or required when the moneys in such funds and
41?' t
accounts and accounts shall be sufficient to pay all principal of
and intereson the 1977 Bonds when due.
•Y ? D. PAYMENT FROM UTILITIES SERVICES TAXES. in an month
??.?' ???iT?yi '??ir>'?''I??' Mkf` i?i?15f?•? fig. '
- S in which there shall not be sufficient Revenues available to make
any required deposits into the Debt Service Fund, the Issuer shall`
?Iwj
ieiw 1-
I .; . ., transfer from the Utilities Tar. Revenue Account, as created and %; ?
established in the Utilities Tax Ordinance, the.requixea amounts. I ,
,?I aA ?f Such requirements shall rank on a parity with similar requirements
I
Bet forth in the Utilities Tax Ordinance with respect to payment of
w?
y the Parity Obligations, and any Additional Parity Obligations subse-
quently issued in accordance with requirements set forth herein and
in the Utilities Tax Ordinance.
1
+ E. RATES. The Issuer will fix, establish, maintain and
Y collect such-tolls and other charges for the use of the Bridge and
ky f Ai-
} revise the same from time to time whenever necessary as will always •`'
} L' produce Gross Revenues sufficient to pay, as the same shall become
If; due, all required payments of Operating Expenses and deposits into
?,. the Renewal and Replacement Account, and such tolls and other charges
I
shall not be changed so as to be insufficient to provide adequate
Gross Revenues for such purposes.
The rates of tolls and other charges for the Bridge in
effect on the date of issuance of the 1977 Bonds, or the first install-
;gent thereof, shall never be changed at any time unless under the '
I
following terms and conditions: the City Engineer shall certify that.
.the Net Revenues to be derived in the then current and in each
succeeding year, after giving effect to such changed rates of tolls
and other charges, will either (1) be greater than the Net Revenues '
.-Z7'
•y. - ,,; fill. 1z
9/15/77
A:1. •'y.e, ..J` .f :. 'l '. •<, 7 .PSG 1 :>t. ? - '!` '=i., ,t sib ?•,•?t ,.Pr., rf 1?+
-t. Ft1a?5? SJ?ls'r _ _ gyp.' _ ,'t , .,. .4?S?.rh???iti: r} Jrj; i'i. t?.' i.lx'. •egfa ?, i 5;4•`' i . ..°' . „ ` ,. IZ '. .'L.
Ile,
,• r
f?
JSia .''71.
1
derived from tho Bridge in the year immediately'praceding the date of
such change in such tolls and other charges, or (2) will be sufficient
in each future year to produaa Not Revenues equal to one hundred per
contum (1406) of the avoragc annual amount of Bond Service Requirements
which will bocomo due in such years on all, outstanding 1977 Bonds.
F. ACCOUNTING PRINCIPLES. The cash required to be accounted
for in each of tho foregoing funds and accounts established herein
may be deposited in a single bank account, and funds allocated to the
various accounts established herein may be invested in a common
investment pool, provided that adequate accounting records are maintained
to reflect and control the restricted allocation of the cash on
deposit therein and such investments for,the various purposes of such
funds and accounts as herein provided. Investment of funds allocated
to the Sinking Fund Account may be further restricted by resolution
adopted at the time of sale of the 1977 Bonds.
The designation and establishment of the various funds in
and by this ordinance shall not be construed to require the establish-
ment of any completely independent, self-balancing funds as such term
is commonly defined and used in governmental, accounting, but rather
is intended to constitute an earmarking of certain proceeds and
revenues for certain purposes and to establish certain priorities for
application of such proceeds and revenues as•herein provided.
G. TRUST FUNDS. All special funds and accounts set up and
created by this ordinance shall constitute trust funds for the
purposes provided herein for such funds. All money allocated to
such funds and accounts shall be continuously secured in the same
manner as State and municipal deposits of funds are required to be
secured by the Laws of Florida.
The moneys in the Debt Service Fund and the Revenue Fund
may be invested and reinvested only in Authorized Investments maturing,
in the case of the Reserve Account and the Renewal and Replacement
Account, as determined by the Issuer, and, in the case of all other
funds and accounts not later than the dates on which the
-28-
<;';', : X1.702•
9/15/77`
.mow....,--....,,.ni.rl?w.ss'?T. a'4i_i114.?5.,
+•-
e ti{falearS.?„ ? ?.. ?.- ?. 4... ' ?}":? `?'i: . rc,y?•.;'ti:...- -r` a?«3r;?fe^'f?,' r, 74??'1'?4
,y )y.? ,1 Fr?,r_ '?C. ,?? .. .,i :. :ii. .. 'a .;•1:-e. 1 y r,.
Sri .; ,, •: i'•s ;?
?? :` y,y
'? ?}°3? y?. ??? ? .r,` !t• S. Sl? 4 ? ? l?. ?'Si?a ?s ?' '?1, "
??yya?-.i??.L•??'?i? Hal ?.h'1 ii1' i 3r,a ?.? }' ? ? j '.4' 1. ? .SSA •- ` •,Y??
4?
..1• ... .: ?? ? ?'ir. ]sl?? . ?t:'?er:. _ %'i?, a;r'.?'?';'j. >.:.'r t+'.?:?s ?_:.. ....
F t d iI?
' t
moneys therein will be needed for the purpose of such funds and
accounts.
. .1.. 4yr '`F 1
The income on all n7estments in the Reserve Account shall
be deposited into the Sinking Fund Account. The income on all
investments in the respective funds and accounts other than the `
i.
Reserve Account shall remain in such fund or account f..3m which the -?" ,: i• >? ":eti ;,
investment was made and be used for the purposes thereof unless and ' '"•?'. ...?••?? ?'
until the maximum required amount is on deposit therein, and there-
after shall be deposited into the Revenue Fund.
H. SALE OF THE PROJECT. The Bridge may be sold, mort-
gaged or otherwise disposed of only as a whole or substantially as a s. ,
whole and only if, at or
y , prior to the closing of the sale, mortgage
or other disposition, the Issuer shall deposit into irrevocable
escrow sufficient funds, or Federal securities the principal of and
interest on which will be sufficient, to pay when due all of the
Y
then outstanding 1977 Bonds and the unpaid interest thereon, to
maturity or to a redemption date then irrevocably exercised by the
Issuer pursuant to the terms fixed for redemption of the 1977 Bonds,
and, if redeemed, all redemption premiums which will be due on the
redemption date.
. ii.e
The foregoing provision notwithstanding, the Issuer shall
have and hereby reserves the right to sell or otherwise dispose of
any of the property comprising a part of the Bridge hereafter
determined in the manner provided herein to be no longer necessary,
useful or profitable in-the operation thereof. Prior to any such
sale or other disposition of such property, if the amount to be X
received therefor is not in excess of One Hundred Thousand Dollars ?'-
($100,000), the general manager or other duly authorized officer in
charge of the Bridge shall make a finding in writing, which shall be `
filed with the City Commission, determining that such property p
comprising a part of the Bridge is no longer necessary, useful or
profitable in the operation thereof, and such proceeds shall be
. ;11701,
0
•y yT0,1q{ }fi?J$'i,J77 u7^.-?;uYt?-t. ?• - ?s rtv,,^-° i.;), 7?•: i i. _ t l:" _ r•-i?'i• _• a;w-,.-x.;t a.tii t?t,* st' !'.'IS i T
r.. .•t: i',Sr {,•??;,' :??hY 9,a..? 'r: '??' ?r .2?+??ri:,:'? •(:' .3'(... F`s,".;2'?.:;a. l'.it
•1 ,.i. ^•'cxr i1.: •t`r tfn'?'; ,:.,?R'• ?'ii<' r .ti+ .. ,x .Fj^F ?:,v 1' 'r`,.'. .} I .:. qw
-.7sf7 da?y??g;F»Siy<;?r'Q.' 'i. :at'4;n u,?;tFSt, `Y1. .. .._ i? ? 1, •.3 .l." .•v ll'+N
?,, 2? ?3'•;.Y•I3Si ..??;?:'.i.. ?t':??S:' ,i ,°y3?• :°5.7.?'F\'. .`i" ??, ? ? 4.?. '.1 ??,:'„'t5•?' ;'3' 3?F'?E
;5 t.• :f:? '.?iL-i;'? '?: ,i. ? - ? , ' ? ? ? ? ':?i .t
g:r' .F
?'.r•` .yam »'+:.:?t".'.''`? .t. • .. , ?'. ?. s
vi^r't.``:Pi.•'Si`t!`swf.?.'+i;. .,?'`' `.r'• 'F?}' 'J;.
,E ar+.? ?t :?`ti?
:. yr: .ta„•.+ita)iJ=°h••'SF_ :•v •?• •. ._ •, + ?-__. • __- - ---I
•4
a
Ar, L"
P
W
?A
`
1 deposited in the Renewal and Replacement Account and used only as pro-
r I
vided herein for such account. If the amount to be rec
sale, Lease or other disposition of property comprising a
Bridge shall be in excess of one Hundred Thousand Dolls
the general manager or other duly authorized officer in
Bridge and the City Engineer shall first make a finding in
writing,
which shall be filed with the city Commission, determin
property comprising a part of the Bridge is no longer necessary,
?f useful or profitable In the operation thereof, and the Issuer shall.
n
?'
.
=4 by resolution duly adopted, approve and concur in the finding of the
general manager or other duly authorized officer and th e
eer, and authorize such sale or other disposition of property
? roceeds derived from an such sale or other dis ositio
x, p
in excess of One Hundred Thousand Dollars ($100,000),
be deposited in the Renewal and Replacement Account*to
needed for that account as certified by the City Engine
amounts not needed for the Renewal and Replacement Acco
3 a y?1
used for the prompt purchase of the 1977 Bonds at not more
then redemption price of such 1977 Bonds or, if the 1977 aonds.be not
then redeemable prior to maturity, at not more' than the redemption
r: i S
d
t
i
ti
1
7
d
h
i
h
e nex
ensu
ng re
emp
on
ce of t
e
7 Bon
s on t
pr
9
g; the redemption prior to maturity of the 1.477 Bonds in the manner
provided in this ordinance.
I. INSURANCE. The Issuer shall exercise soup
`t
r judgment to-provide for insurance coverage, with others or by self-
against such risks as the Issuer deems in its best interest.
insurance,
J. OPERATION AND MAINTENANCE OF BRIDGE. The Issuer will
maintain the Bridge in goad condition.and continuously operate
same in an efficient and economical manner and at a rea
under reasonable rules and regulations governing the us
Bridge and the operation thereof.
K. ENGINEERING SUPERVISION. The City Engineer will super
vise the construction of the facilities and improvements authori
5
-30-
'•ts''?.
f ,;;up?s?,,5t y;e?=`i2+,?`,? l: ,fr.:.:?:`` ,?•:'{ .
mot:. •ti«,- s.,?r.'L'";[ "s .? ? ?_1•___- ? - __-
a
.,
eived from such '
part of the
r? ($100,OQ0},
charge of the
ing that such
y?
.?? F'uilyi;fi="'(.J'?F11uS!'e'F rt
City Engirt-
r.
. The
n of property,
halo. promptly
the extent
er, and any
unt shall be
than the
`a•
date or for
d, prudent
4
the
A
sortable cost -
r
e of the
-
zed
:JT
t
915/77 •? G
.Fwd
f
i•
by this ordinance, and, after the completion o£' the facilities and tity??r?, 0.(NaY?1'1
improvements of the Bridge, will on a continuing basis supervise :.;;'_:.•
.
`'3
;`.
.,
,
.
.
generally the operation, maintenance and renewal and replacement'
of the Brid a and all arts thereof, and at three
g p year intervals,
?:'•? ;;: '.1 .9
make reports and recommendations as to betterments, methods of
operation, and rates of charges for the use of the Bridge.
L. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS PAYABLE °:, :•'?' '"'"
FROM UTILITIES SERVICES TAXES ONLY. The Issuer shall not issue "_,, - . r?: e ? ? ;?` 1. 'S»'•?,'
any other obligations, except upon the conditions and in the manner
provided in the Utilities Tax ordinance, payable from the Utilities
T
? HW , 4
Services Taxes, nor voluntarily create or cause to be created any J
debt, lien, pledge, assignment, encumbrance or any other charge -?
having priority to or being on a parity with the lien for payment of
the 1977 Bonds, upon any of the Utilities Services Taxes pledged as +
security therefor, except as provided in the Utilities Tax Ordinance. w?
M. ISSUANCE OF OTHER OBLIGATIONS. The Issuer will not
issue any other obligations payable from the Gross Revenues nor . 5
voluntarily create or cause to be created any debt, lien, pledge, /
assignment, encumbrance or any other charge on the Gross Revenues.
-
N. BOOKS AND RECORDS. The Issuer will keep books and
records of the receipts of Utilities Services Taxes and of the opera- ;
,f
tion of the Bridge which shall be separate and apart from all other.
books, records and accounts of-the Issuer, in which complete and f N,i
correct entries shall be made of the daily tolls and other revenues 5
collected and of all transactions relating to the Bridge and any -
holder of 1977 Bonds issued pursuant to this ordinance shall have
the right at all reasonable,times to inspect the Project and all
r
records, accounts and data of-the Issuer relating thereto.
The Issuer shall., at least once a year, cause the books,
records and accounts relating to the Bridge to be properly audited
by an independent firm of certified public accountants, and shall
make available the report of the certified public accountants at all
reasonable times to any holder or holders of the 1977 Bonds issued
-31-
Ord,,: JIM' 90115/77
•y?ri, YC?".7,_ yZr r.,.. _, --:trt'x["= ?_ - .y?._ ? __ -.? _- ' "L. , -.- 4^"-a? ?.nt?• S - _ FV.
.;• T,r ?^'„ Y• '!t?'- .. s7?,a :?.? a ,i?.' ??S .i• .,r.'. _ i `i ?'??y. 1 '; •an . siS''::,?
?i '??. ?r?'T?/.ti ?, rY ?, ii}''?j' ?•'r::4? ',?t . '.I,:. - r.• ?,, .,. t ? - ? ' ; .y ,
WeL 4'???i? tir`Y.?y??????:^?i' tiL .` '?•? 'r ,. t ? '?'?. •T' .,
¦-
1)
1
P : ;? , S rs
T. N11
s ,die-a'i??#•W???''J,?3f ?'?.
pursuant to this ordinance or any one acting for and on behalf of
' such Bondholder or Bondholders and shall mail a copy of such report.
to the original purchaser of the 1977 Bonds. The audit shall include
a certification by the accountants that they are familiar with the
provisions of this ordinance, that the results of the audit do or do
not, as the case may be, comply with the provisions hereof and shall
?- include a balance sheet and income account relating to the Bridge.
' O. ANNUAL BUDGETS. The general manager or other authorized'
i w officer of the Issuer in charge of the Bride s
F?????ar g hall annually, at u,-;:?:;??';y?=???v? ?"??^.??%•
pz least thirty (30)"days preceding each of its fiscal years, prepare a
'? ? .? ?, ?? ? f ? • ter: ?`. .
VIER
budget of the estimated expenditures for operation and maintenance of
3 iii i.i -knRi + ?+.• ?.?:.• 7.
+ the Bridge during the succeeding fiscal year, which shall then be
adapted by the Issuer before the same shall become effective. The '
Issuer shall make available such budgets and all ordinances authoriz-
ing increased expenditures for operation and maintenance of the-'3
Project at all reasonable times to any holder or holders of 1977
rs Bonds or to any one acting for and in behalf of such Bondholder or +
?•? Bondholders.
P. LEVY OF UTILITIES SERVICES TAXES. The Issuer will not
r,'? Y1 repeal the ordinances now in effect levying the Utilities Services
Taxes and will not amend or modify said ordinances in any manner so __ ..:
as to impair or adversely affect the power and obligation of the
Issuer to levy and collect such Utilities Services Taxes or impair or
adversely affect in any manner the pledge of such Utilities Services
a:
Taxes made herein or the rights of the holders of the 1977 Bonds. 4"
The Issuer shall be unconditionally and irrevocably obligated, so
long as any of the 1977 Bonds or the interest thereon are outstanding ?.
and unpaid, to levy and collect such Utilities Services Taxes, at the
maximum rates permitted by law, as will always provide funds in any
Fiscal Year at least equal to 140% of the Bond Service Requirement
becoming due in such Fiscal Year on the 1977 Bonds, the Parity
Obligations and all additional obligations payable on a parity there-
with, and 100% of all reserve and other payments provided for herein.
;:; .. -32-
;;::'s Qxd;;:1701' ' . 9/15/77
1 " a a• N +f:'*? s'.' ,?., .f - 8n..?K M l'rFs "" •z* r.:.sf.?M'N`
s _--1 .'•?yy, lr:.' '";•? .?; ...t? .s .t+` '.?'. ,?.. s',- , •r' '????'7 `:''..5 ?'7: }? ?:t?
I ??'rl ,t•?.?. ,.N? .y,,{ ?^??v ?• J?% - •1 ??? ,. .f..? :4 ?". +i.t ?i^MT
r •'6'?jk??h , ?.?y'"?*•' y? ?*' itt;l- i ?f?:-,??r.? +'t 3 . +'?,'L . -' ?iwi-•y.: k" .. _ .. .S ?s ? '? y?
tt
R. ENFORCEMENT OF COLLECTIONS. The Issuer will diligently
enforce and collect the Utilities Services Taxes herein pledged; will
take steps, actions and proceedings for the enforcement and collection
of such Utilities Services Taxes as shall. become delinquent to the
full extent permitted or authorized by law; and will maintain accurate
records with respect thereof. All such Utilities Services Taxes herein
pledged shall, as collected, be held in trust to be applied as herein
provided and not otherwise.
SECTION 16. REMEDIES. Any holder of 1977 Bonds or of any
coupons appertaining thereto, or any Trustee act -'.g for such Bond-
holders in the manner hereinafter provided, may, either at law or in
equity, by suit, action, mandamus or other proceeding in any court of
competent jurisdiction, protect and enforce any and all rights under
the laws of the State of Florida, or granted and contained in this
ordinance, and may enforce and compel the performance of all duties
required by this ordinance or by any applicable statutes to be per-
formed by the Issuer or by any agency, board or officer thereof,
including the fixing, charging and collecting of tolls and other
+ charges for the use of the Bridge and its facilities.
•i • Ir.
• I
I I
o(T-11111, I
0
This provision shall not be construed to prevent reasonable revisions
of the rates of such Utilities Services Taxes as long as the proceeds
of such Utilities Services Taxes to be collected by the Issuer in
each Fiscal Year thereafter will be sufficient to meet the above
requirements.
0. UTILITIES SERVICES TAXES HOT SUBJECT TO REPEAL, The
Issuer has full power to irrevocably pledge such Utilities Services
Taxes to the payment of the principal of and interest on the 1977
Bonds, and the pledging of such Utilities Services Taxes in the
manner provided herein shall not be subject to repeal, modification,
or impairment by any subsequent ordinance, resolution or other pro-
ceedings of the governing body of the Issuer or by any subsequent
act of the Legislature of Florida.
-33-
9/15!77',.`3
;Y3????s .i-.?In" ;.r_yd' rd? t..,,.. ,, ?y?,s ,?.. .. , , ?. ?? •?F.. t t•':?r"?" ? 7'`; }t-,
.,1, 2?i'?'? iti'??' ,? , •}j'?.# ;i; •F,.,si':°?4 °}rly,? :F?:_t.; "l,' r s . , , . 1 ?
??.?t ?ifF??:'??i r?'?:,.1??.4 `s?t;f>:•?ai.;'rr ?, w•:-??•-.t :?'; .r, ?: ? ? ? ? '
st
x.
s
r
,r
M;
v c i t• '? j• , y ', a '•'. . i..t ", , ". ?"};;a. ' ?•,`c..! n 1:.'"'' • .?, '. '!j]., "w:•CF'- ?? vs
rs ., e' 's'• ?;?,_' ••,:. `. ,•i•.is'?"?.;'???egy, ".:, ., Sys:;" -MF-a' yy?:. ?.??.? ? i
1' 9
3 4.
. L. ' YN'i[nkr?•?> 'asi7e -C•' lie, b <r (r'?,w,'"3' 5 d l+a.?t."'`I'i^^ 3 1y.? 3 R. 1 ' #'' a 't
'? F < e' '? 7°.':u QA+.v ?"?'i+?r.eAs.?i C `S v ?CS"v;1??'i ??e. ?lC F •i3?'y??; ?d'?`i•'.
:a.?.i..'y:t??staiei:t.:?__.. 'r 'w:•i.a<i?S'=s..?aa...tyi:tie..?.:>,4?
7
/
r~ t
In the event that default shall be made in the payment of
the interest on or the principal of any of the 1977 Bonds as the same
shall become due, or in the making of the payments into any of the
islc.Is
W funds or any other payments required to be made by this ordinance or
in the event that the Issuer or any agency, board, officer, agent or
employee thereof shall fail or refuse to comply with the provisions
ay of this ordinance or shall default in any covenant made herein, and
r r,ak; in the further event that any such default shall continue for a
? ?c°?":•:?, period of ninety (90) days, any holder of such 1977 Bonds or any
Trustee appointed to represent Bondholders as hereinafter provided,
shall be entitled as of right to the appointment of a receiver of
the Bridge in an-appropriate judicial proceeding in a court of
competent jurisdiction, whether or not such holders or Trustee shall
n
,i also be seeking or shall have sought to enforce any other right or
exercise: any other remedy in connection with Bonds issued pursuant to
} f this ordinance.
AL
•<<` The receiver so appointed shall forthwith, directly or by
his agents and attorneys, enter into and upon and take possession
of the Bridge, and each and every part thereof, and shall hold,
operate and maintain, manage and control the Bridge, and each and
<k,K
every part thereof, and in the name of the Issuer shall exercise all
} the rights and powers of the Issuer with respect to the Bridge as
the Issuer itself might do'. The receiver shall collect and receive
all Utilities Services Taxes of the Issuer, revenues, maintain and
:x
operate the Bridge in the manner provided in this ordinance, and
comply under the jurisdiction of the court appointing such receiver,
with all the provisions of this ordinance.
Whenever all that is due upon the 1977 Bonds and interest
thereon, and under any covenants of this ordinance for the Revenue
Fund and the Debt Service Fund and upon any other obligations and
interest thereon, having a charge, lien or encumbrance upon the
Utilities Services Taxes of the Issuer and the revenues of the
Bridge shall have been paid and made goad, and all defaults under
--34-
,?,.r
"tV
:r •.. -a'
'1 41
°-i`•y,+'+iY t Si l ?,;tf :",?;IY ? _ i ? Ft's . E 1... - ?,?E.';;','..-? ?C ; •; • _ - ? . F
':?t1f! ir?y,. ?7 ?'•?'? `;?#??:+; ..?lfs?'•t t. •ad?ytly i«.'?.7? '?::' .,Y =? .t .. .. -
i
rr ,
L
ti
3s
1
1% l
rt•
the provisions of this ordinance shall have been cured and made
c.
' good, possession of the Bridge shall be surrendered to the Issuer ,?i'?',, °' s?s ;_•';' a
?upon the entry of an order-r%4' the court to that effect. Upon any
,. :;' '.R• ;,,•,".1..'?``-'
subsequent default, any holder of Bonds pursuant to issued o this
?? t '•? i,.?,` to '.,I;a,.
r,5 ordinance, or any Trustee appointed for Bondholders as hereinafter
provided, shall have the same right to secure the further appoint- %' "; 1`•.:`'r''' :r,
•, t, 2?`>ff.?°,... nor,,.>:._..:. , a« .,
ment of a receiver upon any such subsequent default.
.- The receiver shall-in the performance of the powers here-
101
inabove conferred upon him be under the direction and supervision of
:F the Court making such appointment; shall at all times be subject to
the orders and decrees of such court and may be removed thereby and
t., a successor receiver appointed in the discretion of such court. Noth-
ing herein contained shall limit or restrict the jurisdiction of.
such court to enter such other and further orders and decrees as such
Y
court may deem necessary or appropriate for the exercise by the re-
ceiver of any function not specifically set forth herein.
Nit - i.
Any receiver appointed as provided herein shall hold and ^.
t operate the Bridge in the name of the Issuer and for the joint pro-
tection and benefit of the Issuer and holders of Bonds issued pursuant
3 :4
to this ordinance. The receiver shall have no power to sell, assign,
mortgage or otherwise dispose of any assets of any kind or character
belonging or pertaining to the Bridge, but the authority of the ?l."
receiver shall be limited to the possession, operation and maintenance
of the Bridge for the sole purpose of the protection of both the
Issuer and Bondholders, and the curing and making good of any default
under the provisions of this ordinance, and the title to and ownership
of the Bridge shall remain in the Issuer and no court shall have.
an urisdicLion to enter any order or decree permitting or requiring • rr,
the receiver to sell, mortgage or otherwise dispose of any assets
r
of the Bridge except with the consent'of the Issuer, and not less
than sixty-five per centum.(65%) of the holders of the aggregate prin-
cipal amount of Bonds then outstanding to be evidenced in such'manner
• as the court shall direct.
f,??' 'Urd;. •x'70=;: .`: -35- 4/15/77 f
-{.1 ,Il Sf. Mi' .?. .? , •,i•. n' :1 f.. .: , ;1 f :rr.7i•'
nI77?1
S. , ;.r4??•?{': ?,, 1". F, ',s?si°?S .'f, tiil`'t;e ??-'.ei??Sam :?'., t. ',4f
""?'°,4:}-?• i ?, ;• .%!?. iii..; 't < ? •?' '? u .4''?"
'1'.• :;sS ??i! ' 1 ' ':rr'S^, _ , .7+-fit..
L dal Y.. r?.:?ln°r', .1, .,.: e. .Erie .i •` ?• f '.;` " ?' _ .,, a S?
r. L¢?' yti}?,rF;S; 7.". C?';?? •E ? ? {;'., ' •7 Y' `? 4 : , .ttSr,, ? • .a • ' }
????^J? liar ' ' le '1' {• i. ' • V,.'.
Qtz
r r
S1
r
The holder or holders of Bonds in an aggregate principal
amount of not less than twenty-five per centum {258) of Bonds issued
under this ordinance then outstanding may by a duly executed certifi-
cate in writing appoint a trustee for holders of Bonds issued pur-
suant to this ordinance with authority to represent such Bondholders
in any legal proceedings for the enforcement and protection of the
rights of such Bondholders. Such certificate shall be executed by
such Bondholders or their duly authorized attorneys or representative,
and shall be filed in the office of the City Clerk of the Issuer.
SECTION 17. MODIFICATION OR AMENDMENT. No material modifi-
cation or amendment of this ordinance or of any ordinance amendatory
hereof or supplemental hereto may be made without the consent in
writing of the holders of two-thirds or more in the principal amount
of the 1977 Bonds then outstanding; provided, however, that no
modification or amendment shall permit a change in the maturity of
the 1977 Bonds or a reduction in the rate of interest thereon or in
the amount of the principal obligation thereof or affecting the
promise of the Issuer to pay the principal of and interest on the
1977 Bonds as the same shall become due from the Utilities Services
Taxes and the Revenues of the Bridge or reduce the percentage of the
holders of the 1977 Bonds required to consent to any material modifi-
cation or amendment hereof without the consent of the holder or
holders of all the 1977 Bonds then outstanding; provided, however,
that no such modification or amendment shall allow or permit any
acceleration of the payment of principal of or interest on the 1977
Bonds upon any default in the payment thereof whether or not the
holders of the 1977 Bonds consent thereto.
SECTION 18. SEVERABILITY OF INVALID PROVISIONS. if any
one or more of the covenants, agreements or provisions herein con--
tained shall be held contrary to any express provision of law or
contrary to the policy of express law, though not expressly pro-
hibited, or against public policy, or shall for any reason whatsoever
9115/77 ?.
1 .?``+:;r?T'?':.7"r[1?7 pY r?y?,•;y} •: S?? :?? pC? e'? to • `,s;; .r,, ,i,` :1:
LJ, lN51
s P r,
•r' y???i?,t?? ?.1?1xt???., ir:4. •. e?:..:.1?'ic'S. ,,;i? :•7.(•. .r '1.
'Ifs r
F.yu fil ' [ t i '
4
be held invalid, then such covenants, agreements or provisions shall
be null and void and shall be deemed separable from the remaining
covenants, agreements or provisions and shall in nb way affect the
validity of any of the other provisions hereof or of the 1977 Bonds
or coupons issued hereunder.
SECTION 19. DEFEASANCE. If, at any time, the Issuer shall
have paid, or shall have made provision for payment of, the princi-
pal, interest, Sinking Fund Deposits and redemption premiums, if
any, with respect to the 1977 Bonds, then, and in that event, the
pledge of and lien on the funds pledged in favor of the holders of
the 1977 Bonds shall be no longer in effect. For purposes of the
preceding sentence, deposit of sufficient cash and/or Federal
Securities or bank certificates of deposit fully secured as to
principal and interest: by Federal Securities (or deposit of any
other securities or investments which may be authorized by law from
time to time and sufficient under such law to effect such a defeasance)
in irrevocable trust with a banking institution or trust company,
for the sole benefit of the bondholders in respect to which such
Federal Securities or certificates of deposit, the principal and
interest received will be sufficient to make timely payment of the
principal, interest, Sinking Fund Deposits and redemption premiums,
if any, on the outstanding 1977 Bonds, shall be considered "provi-
sion for payment". Nothing herein shall be deemed to require the
Issuer to call any of the outstanding 1977 Bonds for redemption
prior'to maturity pursuant to any applicable optional redemption
provisions, or to impair the discretion of the Issuer in determining
whether to exercise any such option for early redemption.
SECTION 20. PUBLICATION OF NOTICE OF REFUNDING. Within
thirty (30) days after the delivery of the 1977 Bonds and the 1977A
Bonds, the Issuer shall cause to be published one time in a news-
paper published and of general circulation in the City of Clearwater,
Florida and a financial journal published in the Borough of Manhattan,
--37-
f Ord,; 41701::..' . ,
Y p? ?,? ?L.S,j ???i F` 1..-• (,^ 3 `i ', 0.'r , .?} ..•}?i•,?? x,.l ?.•?.i ' ? •?`?; -•
R . ...V a t*?•t.n..14. ?y?.k , ?: j,? 1 i, . M.E:.-? t . r } ..
91,1517,7
:,. - : w:s riz•.M??1tr,k- ??tq? ?sIVT, ;??5`4s'ric;r4?
[ fi`
?`I e
•Y
.
:a
9 S
City and State of New York, a notice of the advance refunding of the
Refunded Bonds.'
SECTION 21. SALE OF BONDS. The 1977 Bonds shall be issued s", a.';? ;; • ?? .. •,'.j°?;= .
and sold in such manner and at such price or prices consistent with =;?,.+!
;F.
the Act, all at one time, or in installments from time to time, as
shall be hereafter determined by the City Commission of the issuer.. •K?>,.•;.:?:•4y';?-;;
of .t of
• ••? a,, r`r ice` Ti"?? G'
Y` :a ?''rp:=s However, the 1977 Bonds or the first installment thereof shall be
., Y1! aG: jt:4 K f.. t
Bald and delivered only if sufficient 1377 Bonds, 1977A Bonds, s..''?, ? ?• ? E.•:
y ;Oft Parity Obligations and Special Obligation Bands, Series 19778, are •? ;
i, x. • ,
,?. ? t ???• 4b sold and delivered at the same time, in an aggregate amount sufficient
to effect the complete refunding program described in Section 3 of ,
r<. "'S' '','• +. , . this ordinance and of the Utilities Tax ordinance. ?
I d R K„ •
SECTION 22. ARBITRAGE. No use will be made of the pro-
•f
a. i seeds of the 1977 Bonds which, if such use were reasonably expected A
:• 4 ,"4 on the date of issuance of the 1977 Bonds, would cause the same to
t.- be "arbitrage bonds" within the meaning of the internal Revenue Cade R
of 1954. The issuer at all times while the 1977 Bonds and the inter-
est thereon are outstanding will comply with the requirements of
Section 103(c) of the Internal Revenue Code of 1954 and any valid '
and applicable rules and regulations promulgated thereunder.
SECTION 23, VALIDATION AUTHORIZED. The City Attorney ,
A, is hereby authorized and directed to institute appropriate proceedings
in the Circuit Court of the Sixth Judicial Circuit of Florida in and
for Pinellas County, Florida for the validation of the 1977 Bonds, and ,
S >' the proper officers of the Issuer are hereby authorized to verify
on behalf of the Issuer any pleadings in such proceedings.
I ,.I
SECTION 24. EFFECTIVE DATE. The provisions of this ordinance
shall take effect immediately upon its passage.
to
-38-
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=t.?:i?i. y?,'? }?3 ?? ?'?,a.. ;yl:'}," ? tt 1`1` Is• .. ? ?r ..i :?.1,'??i?` .? f.?'in
; ? '?'.t+?»\. r?gl?t;,iy3?.??sta 1,}q,. r.'r= 3;•- .3'r ?t • '•Yi' `£i.` •3 r .. , i5• ? ?` ,.?,' ?i, .::
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n•? ??1%%^ ?.+ .j g?i7 i?. .:1'?: ;'iy? 3.7': '+p? .1 _ ..A ?1 ..i ` ? k. .. ? ` e
? {{+?• '4't<?3 }may ;,:? {- ;,1 .v ? 1 ?} ••i,,
t 4IJY`. #^ti. ?•sZ??, ii.,.E. r.??,' .,r'? ?'1? ';?k .[ js 1.. ?' `t?.
i
SECTION 25. Notice of the proposed enactment of this ord 4
inance .
has been properly advertised in a newspaper Of general circulation in accordance
with Chapter 166. 041, Florida n,*`'F,.-
Statutes.
PASSED ON FIRST RE ING ?? :?_F:_?:;+l.z.;•'
Septenib?r 1 ? 1977 PASSED ON SECOND AND
READING AND NAL:«.?;'_'; '
ADOPTED September 15, 1977
yon-Commis r
Attest:
C' Clerk
,JI
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t
s
• I 1
-39- `
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'?et.* 'c :T '= '? Sh ;?? "•ti?4` '??` r' t?` ?'??" .?•?.>?,?.` '_s, ,. •,t. I "c?rk'•='?s• ? '''r a}';.:
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w r'
=i
ESCROW DEPOSIT AGREEMENT
(Bridge Revenue)
THIS ESCROW DEPOSIT AGREEMENT, dated as of , '; :{? . •: "":' w;<'
1977, by and between the CITY OF CLEARWATER, FLORIDA (the "Issuer") $
and
a banxing corporation organized under the laws of the
as Escrow Holder (the "Escrow Holder");
W I T N E S S E T H
•
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'
i
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it rt
?•'?????
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;-;'•
WHEREAS, the Issuer has previously authorized and issued
bli
atio
s
s
f th
i
t f
th
S
h
d
i
g
o
n
e
s
ues se
o
or
on
c
e
ule A, here
nafter de-
fined as the "Refunded Bonds," as to which the current Total Debt
Service (as hereinafter defined) is set forth on Schedule A; and
WHEREAS, the Issuer has determined to provide for payment
of the current Total Debt Service of the Refunded Bonds.by deposit-
ing with the Escrow Holder cash at least equal to such sum; and
WHEREAS, in order to obtain the funds needed for such
purpose, the Issuer has authorized and is, concurrently with the
delivery of this Agreement, issuing certain Revenue Bonds and Special f
r.
Bonds more fully described herein; and
'c
WHEREAS, the Issuer has determined that the Escrow De-
posit Income, as defined herein, to be earned pursuant to this `a
Agreement will be sufficient to pay the Total Debt Service of the ,
Special Bonds;
Now Therefore, in consideration of the mutual covenants
and agreements herein contained, the Issuer and the Escrow Holder
agree as follows:
Section 1. Definitions. As used herein, the following
terms mean:
(a) "Agreement" means this Escrow Deposit Agreement.
(b) "Issuer" means the City of Clearwater, Florida.
(c) "Escrow Holder" means
'(d) "'Refunded Bonds" means the outstanding bonds of an
issue of $5,100,000 Bridge Revenue and Utilities Services Taxes
...Bonds, dated June 1, 1974.
- '- ''.ord. ' 1701
j?.y.+;3Z37,l :''./4^'i Yl '.i•????. •r?• .r?N •?
a.. 9115/77
41
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(e) "Special Bonds" means the Special. Obligation Bonds,
Series 1977A of the Issuer, authorized by the 1977A Ordinance.
(f) "Revenue Bonds" means the Utilities Tax and Bridge
I Revenue Bonds, Series 1977 of the Issuer authorized by the 1977
Ordinance,
(g) "1977A Ordinance" means the ordinance enacted by the
governing body of the Issuer on , 1977, as
amended and supplemented from time to time, authorizing issuance of
the Special Bonds.
(h) "1977 Ordinance" means the ordinance enacted by the
governing body of the Issuer on , 1977, as amended
and supplemented from time to time, authorizing issuance of the
Revenue Bonds.
M "Principal Account" means the account entitled Prin-
cipal-Account (Bridge Revenue) established and held by the Escrow
Holder pursuant to this Agreement, in which cash and investments
will be held for payment of the Refunded Bonds.
(j) "Income Account" means the account entitled Income
Account (Bridge Revenue) established and held by the Escrow Holder
pursuant to this Agreement, in which Escrow Deposit Income, as
herein defined, will be held for payment of the Special Bonds and
the Expenses,
(k) "Escrow Deposit Income" means all interest and other
income derived from the investment of funds under and pursuant to
this Agreement and, after provision for payment of the :dotal Debt
Service on the Refunded Bonds, any excess cash and principal of
Federal Securities held in the Principal Account.
(1) "Expenses" means the expenses set forth on Schedule C
attached hereto and hereby made a part hereof.
(m) "Annual. Debt Service" means in any year': (1) as to
the Refunded Bonds, the principal of and interest on the Refunded
Bonds coming due in such year, and the principal of and redemption
premiums with respect to the Refunded Bonds, if any, called for
redemption in such year as shown on Schedule A attached hereto and
hereby made a part hereof, anal (2) as to the Special. Bonds, the
principal of-and interest'on the Special Bonds coming due inssuch
:. year,,. as shown"on Schedule B.
"'''''•r°1k<Q,xd;?% iI7.Ql ;. 9115/77
:k .• --2-
° 't.? fK ?i l?'.`?n?F Myi.. -f??`` ;5Z?.:. ?j'••ttr,?y }, ?' - ...
--
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a
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III;
I?
?I I
(n) "Total Debt Service" means as of any
date, the sum ??`' ,?: ,?r• ??,??`.?J. ,?s.'
c of the Annual Debt Service then remaining unpaid with respect to
the Refunded Bonds or the Special Bonds, as appropriate,
"Escrow Requirement" means, as of any date of calcu-
lation, ?.um o •Mw 'r 4 r- i
of an amount in cash
• the s urn and principal amount of Federal Securities in the Principal Account sufficient to pay the
5k, y ?.'Total Debt Service on the Refunded Bonds; and (2) an amount in ' .
?RJyFy?k cash in the Income Account which, together with all interest due
on the Federal Securities will =.. r
be sufficient to pay the Total Debt ?--
Service on the Special Bonds and to a when due all Expenses then `rte'
. unpaid. >i?'. r ,.
k??,?i(p) Federal Securities means direct obligations of
the United States of America and obligations the principal of and
yaik'Kj .. `u7lij,
interest on which are full guaranteed by-the United States of {
America, none of which permit redemption
?.;.? prior to maturity at the '
option of the obligor. r
(q) Call Date means , 19, the date
on which the then outstandina Refunded Bonds will be called for
t _
a
redemption prior to maturity.
(r) "Redemption Resolution" means a resolution adopted
by the governing body of the Issuer which provides.for redemption :
` of certain issued of the Refunded Bonds on their respective Call Dates, `.
irrevocably instructs the Escrow Holder to give notice of such
_?. redemption, and directs the paying agents of such issues of the Re-
funded Bonds to pay the Refunded Bonds and the interest thereon
upon surrender thereof at maturity or their Call Dates, whichever is
s earl ?r, including, in the case of payment on a Call Date, the
surrender of all urinatured coupons appertaining thereto.
Section 2. Deposit of Funds. The Issuer hereby deposits
$ with the Escrow Folder in immediately available funds,
to be held in irrevocable escrow by the Escrow Holder and applied
solely as'provided in this Agreement. The Issuer represents that:
(a) Such funds are derived as follows:
(1)' $ from the net proceeds of the
Special Bonds;
(2) $
k
from the net proceeds of the
I -3-
•rk `y?F?,Y>"Y a=, ??=:.'S A+.?'?i; .,, ,, ,? r .t ?.F .-l.r.-': ?•?•• • .t _ ,. ,.. .t`?•-.., ;P
d?? ?l:i:.;`i ??wji'f ?°: :^R ["' .t?bJ•:?.: +,se .',; ', {'..,,, ,'t. .1 y •,
SS. -1 ,??f •?? ti:-.ti.+?...L•'?;i' yJ?.?j_ ":•iy.j'4a"`; S'. •';,«rtr'r????• ?,1 ,. '.. '? .. ,
?a ??4 ??'`r? ?Aj?;;;ll}? ?:ty??r'=??;?.?i'?'??`s?? ;+?:-F''.??y?"K ?r?'"..ti???'• ? 'l?,'t: i . ., '. '
?qqr.?? rtiiT. ? rY»!'[?.:• .3„'i. ,. ,F '?r:.i'Y•, rti}'i y .1
%
s
a
.• f f
Revenue Bonds; and
8 ,"Y
(3) $ from other legally available
funds of the issuer on hand in (specify Accounts
and Funds].,
(b) Such funds arp at least equal to the Escrow Require-
ment as of the date of such deposit.
Section 3. Use and Investment of Funds. The Escrow
Holder acknowledges receipt of the sum described in Section 2,
and agrees
(a) to hold the funds in irrevocable escrow during the
term of this Agreement,
(b) to immediately invest $ of such funds
by the purchase of the Federal. Securities set forth on Schedule r7
attached hereto,
(c) to deposit the sum of '$ in cash in the
Income Account and the balance of $ in the principal'
Account,
(d) to deposit, as received, all receipts of maturing
principal of the Federal Securities in the Principal Account and
all receipts of interest and other income in the Income Account.
(e) to transfer to the Income Account, on each interest
payment date for the Special Bonds, any cash and principal of Federal.
Securities then held in the principal Account which is then in
excess of the amount which will be required to provide for payment
of the Total Debt Service on the Refunded Bonds.
(E) to file with the Issuer written accounting reports,
within 30 days after each interest payment date for the Refunded
Bonds and for the Special Bonds, stating the amounts and purposes of
all payments made since the last report was riled and the amounts of
funds and description of investments held on-the reporting date, and
stating whether such funds and investments are at least equal to the
Escrow Requirement.
Section 4. Payment of Bonds and Expenses.
(a) Refunded Bonds. On each interest payment date for
the Refunded Bonds, the Escrow Holder shall pay to the paying agents
for each issue of the Refunded Bonds, from the cash on hand in the .
Principal Account, a sum sufficient to pay that portion of the
Annual, Debt Service for the Refunded Bonds coming due on such date,
as shown on Schedule A.
(b) S ecial?Bonds. On each interest payment date for
^ay,?"F_;''' :•O O1,701 i• -4- ?• 9/15/77
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';,? • c 1' 4 t . t. , w ..SS : f f•f f:.., f e r !!?? j
t?],?y,; .. ??-•??:i ,j".. S?,S S. ?:i E, 'r. ?ff1. ?. .` .. !?' ? S., 3'.. 4 3. N`Y
a
a
10,.. r?_.,, .?''i 1 •'i '?'? -?i _.L'_`4? -_ - -_?rrrlarf??r?l
Mk
the Special Bonds, the Escrow Holder shall pay to the paying agent
for the Special Bonds, from cash on hand in the income Account, a
sum sufficient to pay that portion of the Annual. Debt Service for
the Special Bonds coming due on such date, as shown on Schedule B.
(c) Ex2enses. on each of the due dates as shown on
Schedule C, the Escrow Holder shall pay the portion of the Expenses
coming due on such date to the appropriate payee or payees designated
on Schedule C or designated by separate certificate of the Issuer.
(d) Surplus. On each interest payment date for the
Special Bonds, after making the payments from the Income Account
described in Subsections 4(b) and (c), the Escrow Holder'shall retain
in the Income Account any remaining cash in the Income Account in excess
of the Escrow Requirement until, the termination of this Agreement, and
shall then pay any remaining funds to the Issuer. The Issuer will
apply such payments in the manner provided in the 1977A Ordinance,
but the Escrow Holder shall have no responsibility or duty to ensure
that the Issuer does so.
(e) priority of Payments. The holders of the Refunded
Bonds shall have an express first lien on the funds and Federal
Securities in the Principal Account until such.funds and Federal
Securities are used and applied as provided in this Agreement. The
holders of the Special. Bonds shall have an express first lien on
the funds and on the Federal Securities, if any, in the income
Account, and on the income to be received from all of the Federal
Securities, until such funds and Federal Securities, if any, and
income are received, used and applied as provided in this Agree-
ment. If the cash on hand in the Income Account is ever insuffi-
cient to make the payments required under Subsections 4(b) and (c),
all of the payments required under Subsection 4(b) shall be made
when due before any payments shall be made under Subsection 4(c).
The holders of the Refunded Bonds shall never have any right to
require or compel the Escrow Holder to apply any of the Escrow
Deposit income to pay any portions of the Annual Debt Service of
the Refunded Bonds.
Section 5. Redemption of Refunded Bonds. The Escrow
Holder acknowledges receipt of the Redemption Resolution.. The
orde
7yr?,?'j I{r ?'?l?ri e?5'?l?)ti?{S? 's •r?: al ?G`,?`.. .?' ? ,,i E.
Ew
r t
RIM
9/15/77 ?.?'
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4
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Escrow Holder agrees to perform the duties set forth in the Redemp-
tion Resolution.
?f- •(' • 1, ,
Section S. Reinvestment.
t
,???,'•. (a) Except as provided in Section 3 and in this Section,
the Escrow Holder shall have no power or duty to invest any funds r
held under this Agreement or to sell, transfer or otherwise dispose
of or make substitutions of the Federal. Securities held hereunder.
L k:r
(b} At the request of the Issuer and upon compliance with
the conditions hereinafter stated, the Escrow Holder shall sell.•-,,,wt .,°;?? '
:`w,-1,??=- kr•
. transfer, otherwise dispose of or request, the redemption of an of
rS ?"1 ` E
?X ??E ,`fl??diy?q•?eii/?1n?Aey`1'?f,?,?j?G1i ?'i .•.)
the Federal Securities acquired hereunder and shall either purchase i••;s•}>:?? '?. '>',
Refunded Bonds or Special Bonds or substitute other Federal Securities .. r'
for such Federal Securities. The Issuer will not request the Escrow
0,121 W
, ^ ; .. M;
iw: a„ ?r, r1z Holder to exercise any of the powers described in the preceding sen-
tence in any manner which, if such exercise had been reasonably
expected on the date of issuance of the Revenue Bonds and the Special
Bonds, would have caused either issue to be "arbitrage bonds" within
}
the meaning of Section 103(c) of the Internal. Revenue Code of 1354,
as amended, and the Regulations thereunder in effect on the date of
such request and applicable to obligations issued on the issue date
of the Revenue and Special Bonds. The transactions may be effected
only'.if (i) an independent certified public accountant shall certify
that the cash and principal amount of Federal. Securities remaining
F> •° N. on hand after the transactions are completed will be not less than
` ; 1F
the Escrow Requirement, and (ii) the Escrow Holder shall receive an
`,•??? unqualified opinion from a nationally recognized bond counsel to
the effect that the transactions, if they had been reasonably ex-
F, I ur} t
r ' pected on the issue date of the Revenue and Special Bonds, would
df. ?.
III a ? c
t not have caused such Bonds to be "arbitrage bonds" within the mean-
I ?
.,rs
y Ing of Section 103(c) of the internal Revenue Code of-1954, as
amended, and the regulations thereunder in effect on the date of the
transactions and applicable to obligations issued an such date.
Section 7. No Redemption or Acceleration of Maturity.
The Issuer will not accelerate the maturity of, or exercise any
option to redeem before maturity, any Refunded Bonds; except for the
•
xd' `41701 9/15/77
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'li• .??,rr 'r?1 Xpp??,, •'?? .? P'A stSrl?"k7u,ii'•:1rn?Y ?1 dx ? 2 /l?tJ ..[( 14•"t^'?^• ?. { w
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r '?' .?tttiy 3s`)' ?.7.r?:'3LY4: ?. 'S=•??..?t.'=.fi'. zr:•'',r ir.. < 9't'
fu ? ]1[
?w±.. r o[r ? ylf?a^•ry,w"5.: i?..?;;?$'S??
•`a' ±' provided for in the Redemption Resolution, and will not
redemption p
i.
accelerate the maturity of any Special Bonds.
Section 8. Indemnity. The issuer hereby assumes liability
F
"`V' for, and hereby agrees (whether or not any of the transactions con-
-.
templated hereby are consummated) to indemnify, protect, save and
:,,! keep harmless the Escrow Holder and its respective successors,
assigns, agents and servants, from and against any and all liabili-
ties, obligations, losses, damages, penalties, claims, actions, '' j?'> •' ?« ;`: 't:?;?t.
}.tit !yy r W `.r?• , 6., . {;. r ,:.: -.. t.<
.p wt 4 + ri krlyi r} u? •1,1,' j . ,S y(? ?'ki "a'ye? _.+si•._: • !', }I
V` suits costs expenses and disbursements (including legal fees and ;, 'sr? ';,,????.',;?.: ??•
i• ' f -.L"3E iti ,? •x i
?` disbursements) of whatsoever kind and nature which may be imposed an,
X' incurred by, or asserted against at an time the Escrow Holder 4 +r4y 1e ? l (whether or not also indemnified against the same by the Issuer or
an other person under any other agreement or instrument and in any } ^'?
way relating to or arising out of the execution and delivery of this x
aw Agreement, the establishment of the Principal Account or the Income
-• 5} #? Account, established hereunder, the acceptance of the funds and '
a kyr', ;1 1 i securities deposited therein, the purchase of the Federal Securities,
the retention of the Federal Securities or the proceeds thereof and
any payment, transfer or other application of funds or securities by
• R
the Escrow Holder in accordance with the provisions of this Agree- s,
F
ment; provided, however, that the Issuer shall not be required to
indemnify the Escrow Holder against its own negligence or misconduct.
in no event shall the Issuer be liable to any person by reason o.
the transactions contemplated hereby other than to the Escrow Holder
as set forth in this Section. The indemnities contained in this
section shall survive the termination of this Agreement.
Section 9. Responsibilities of Escrow Holder. The Escrow
Holder and its.respective successors, assigns, agents and servants
shall not be held to any personal liability whatsoever, in tort, con-
tract, or otherwise, in connection with the execution and delivery
of this Agreement, the establishment.of the Principal account or
the Income Account, the acceptance of the funds deposited therein,
the purchase of the Federal Securities, the retention of'the Federal
securities or the proceeds thereof or any payment, transfer or other
application of moneys or securities by the Escrow Holder in accordance
-7-
5,.
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Ord#x781-'
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holders of not less than fifty-one per centum (51%) in aggregate
principal amount of the Refunded Bonds then outstanding, and by
the"holders of not less than fifty-one per centum (51%) in aggre-
gate principal amount of the Special Bonds then outstanding, such
instruments to be filed with the Issuer, and notice in writing given
by such holders to the original purchaser or purchasers-of the Special
Bonds and published once in a newspaper of general circulation
9115177 /.
? `.F, '. • t ,. .PPP
with the provisions of this Agreement or by reason of any non-
negligent act, omission or error of the Escrow Holder made in good
faith in the conduct of its duties. The Escrow Holder shall, however,
be responsible for its negligent or wilful failure to comply with its
duties required hereunder, and its negligent or wilful acts, omissions
f
or errors hereunder, The duties and obligations of the Escrow
f
Holder shall be determined by the express provisions of this Agreement.
The Escrow Holder may consult with counsel, who may or may not be
counsel to the Issuer, and in reliance upon the opinion of such
counsel shall have full and complete authorization and protection in
respect of any action taken, suffered or omitted by it in good faith
:"r?r4w?
in accordance therewith. Whe.-? v:-,r the Escrow Holder shall deem it
necessary or desirable that a matter be proved or established prior
to taking, suffering or omitting any action under this Agreement, _•
such matter may be deemed to be conclusively established by a
Certificate signed by an authorized officer of the Issuer.
Section 10. Resignation of Escrow Holder. The Escrow
Holder may resign and thereby become discharged from the duties and ;
obligations hereby created, by notice in writing given to the Issuer
and published once in a newspaper of general circulation published
in the territorial limits of the Issuer, and in a daily newspaper of:.
•Yy?
general circulation or a financial, journal published in the Borough
of Manhattan, City and State of New York, not less than sixty (50)
days before such resignation shall take effect. Such resignation
shall take effect immediately upon the appointment of a new Escrow 4''=r
E
ti
Holder hereunder, if such new Escrow Holder shall be appointed _
n •`jw
before the time limited by such notice and shall then accept the ?6 y x;
1 'k I i.
duties and obligations thereof.
Section 11. Removal of Escrow Holder.
,h
(a) The Escrow Holder may be removed at any time by an Fc?
instrument or concurrent instruments in writing, executed by the
I
published in the territorial limits of the issuer, and in a daily
newspaper of general circulation or a financial journal published
in the Borough of Manhattan, City and State of New York, not less
than sixty (60) days before such removal is to take effect as stated
in said instrument or instruments. A photographic copy of any instru-
ment filed with the issuer under the provisions of this paragraph
shall be delivered by the Issuer to the Escrow Holder.
(b) The Escrow Holder may also be removed at any time for,
' any breach of trust or for acting or proceeding in violation of, or
for failing to act or proceed in accordance with, any provisions
of this Agreement with respect to the duties and obligations of the
Escrow Holder by any court of competent jurisdiction upon the appli-
cation of the Issuer or the holders of not less than five per
centum (5%) in aggregate principal amount of the Special Bonds then
outstanding, or the holders of not less than five per centum (5%)
in aggregate principal amount of the Refunded Bonds then outstand-
ing.
Section 12. Successor Escrow Holder.
(a) If at any time hereafter the Escrow Holder shall re-
sign, be removed, be dissolved or otherwise become incapable of act-
ing, or shall be taken over by any governmental official, agency,
department or board, the position of Escrow Holder shall thereupon
become vacant. If the position of Escrow Holder shall become vacant
for any of the foregoing reasons or for any other reason, the Issuer
shall, but only with the written approval of the original purchaser
of the Special Bonds, or the corporate successor or successors of
the original purchaser, which approval shall not be unreasonably
withheld, appoint an Escrow Holder to fill such vacancy. The
Issuer shall jointly publish notice of any such appointment made by
them once in each week for four (4) successive weeks in a newspaper
of general circulation published in the territorial limits of the
Issuer and in a daily newspaper of general circulation or a financial
journal published in the Borough of Manhattan, City and State of
New York, and, before the second publication of such notice shall
mail acopy thereof to the original purchaser or purchasers of the
ij?;3 ?5IT F ; ..,{ -_ -k [iris: s' : i•• :k:•. . ?, _ t
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i. rl?'?.` 1`.3? i;? .1 7: ?' ??-?;l?kx;??.?_?? -i •if ,r.'j '7.'i 'i '
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a.?,4.?,' .mot` r ?.iit`Y. ,s,ji1v:.a?:-i.Ei::...4i.'?:r,?."ti• - ...
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Special Bonds.
(b) At any time within one year after such vacancy shall
have occurred, the holders of a majority in principal amount of
Special Bonds then outstanding or the holders of a majority in prin-
cipal amount of the Refunded Bonds then outstanding, by an instru-
ment or concurrent instruments in writing, executed by either group
of such bondholders and filed with the governing body of the issuer,
may appoint a successor Escrow Holder, which shall supersede any
Escrow Holder theretofore appointed by the Issuer. Photographic
copies of each such instrument shall be delivered promptly by the
Issuer, to the predecessor Escrow Holder and to the Escrow Holder
so appointed by the bondholders. In the case of conflicting appoint-
ments made by the two groups of bondholders under this paragraph,
the first effective appointment made during the one year period shall
govern.
(c) If no appointment of a successor Escrow Holder shall
be made pursuant to the foregoing provisions of this section, the
holder of any Special Bond or Refunded Bond then outstanding, or
any retiring Escrow Holder may apply to any court of competent juris-
diction to appoint a successor Escrow Holder. Such court may there-
upon, after such notice, if any, as such court may deem proper and
prescribe, appoint a successor Escrow Holder.
Section 13, Term. This Agreement shall commence upon its
execution and delivery and shall terminate when the Refunded Bonds
and the Special Bonds and coupons applicable thereto have been paid
and discharged in accordance with the proceedings authorizing the
Refunded Bonds and the 1977A Ordinance.
Section 14. Severability. If any one or more of the
covenants or agreements provided in-this Agreement on the part of
the Issuer or the Escrow Holder to be performed should be determined
by a court of competent jurisdiction to be contrary to law, such
covenant or agreements herein contained and shall in no way affect
the validity of the remaining provisions of this Agreement.
Section 15. Counterparts. This Agreement may be executed in
several counterparts, all or any of which shall be regarded for all
.''=.Ord"-. i117 D 1 '
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purposes as one original and shall constitute and'be but one and the
??i°? 4it??w?+ 5t
same instrument
Section 16. Governin Law. This Agreement shall be con- :'.:?:• ';. ,, `'`?'k??'':
strued under the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed b t heir duly authorized officers and their
corporate seals to be hereunto affixed and attested as of the date
first above written.
CITY OF CLEARWATER FLORIDA
(SEAL)
ATTEST:
Mayor-Commis si.oner
City . Manager
City Clerk
APPROVED AS TO FOPM, SUFFICIENCY AND
CORRECTNESS:
1
C ty Attorney
(Escrow Holder
(SEAL)
ATTEST:
n.
By
Trust officer
Trust Officer
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CLE"WATER SUN
Published Daily
Clearwater, Pinellas County, Florida
j sTATi or FLORIDA COUNTY or PIIIELLASt
Before the undersigned authority personally appeared W. Paul Hardee who eM
i oath Bays that he Is the Business Manager of the Clearwater Sun, a daily newspaper
published at Clearwater In Pinellas County, rloridai that the attached sepy e?
adver l ement, being a ...Notice . of • Propvl3ed , NnaL t;;Agnt.. Q? ....
f Or finance . , ... In the matter of
.• .• . ............... ,.. •.. .,......•.,........•..,.
0rd1.nance No. j7,OX . , , , , .. .
i ... =db"j. was published In
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said newspaper in the Issues of .,..Sept4m er..6,.197.7 ....................
Affiant further says that the said Clearwater Sun Is a newspaper published at
Clearwater, In said Pinellas County, Florida, and that the said newspaper has
heretofore been continuously published in said Pinellas County, rlorida. such day and
has been entered as second class mail matter at the post office In Clearwater, fn said
Pinellas County. Florida, for a period of one year next preceding the first publication of
the attached copy of advertisementl and afllant further a has neither paid
nor promised any person, firm or corporation any dlscau te, mmi n or refund
i for the purpose of securing this advertisement fZpu all nthe s newspaper.
............ .....
I 't?`aotrutt?tfibR;
AvelutEt,.'CINI't?I
L'ftyu etlev:. itaiM00
1
Sworn to and subscribed before me V
? ??` v? 7r< this . 6th.. ? .. , day of . ptembex A.D. 1g.. 77 E
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;?„ (SEAL) Notary Public
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r? + c3i °r GI..FA10 WATER SUN
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113 I12.It.pt?e011?'?1ttli
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Published Daily t.•,RT [?I??'?'ty? ?'t ? ?
Clearwater, Flndlas County, Florida ?A'?7,1 '4LY'`'QA' c?rrM
STATE of FLORIDA r r
COUNTY OF PINELLAS: •i , ?` OWN
iletoee the undersi ned authority ) ,•'. ';s. '' ORDWAM +.N
g personally appeared W. Paul Harris, who on y,.'
oath says that he Is the Business Manager of the Clearwater Sun, a dally newspaper ' AN MINANCE,4011ORIM Tai
published at Clearwater In Pinellas County, Floridar that the attached copy at !''AND CONURUMON.AR
advertisement, being a NOTICE OF PASSAGE OF ORDINANCE r:?G.ACHM_- CLEARWA1
... .......... .... .. , ..... , . , . "TWm CLAW, ER.BEM;H-'AND SA
in the mattes of ; NEI LAB i'AUNTYi,ii'1APJWAUTi M
ORDINANCE NO. 1701 ?: FUNDINTi':;Od?.z.i.'ERT'AIN. PRZ?YI
. RE MJE q BB;J IAT10N8.OF; TIWCM
................................................................................. 1Elt,':Pi?(lRIDA:''YRCIVID1Nti FOR'THE
7110pt411 ............... xXX, . iWR was published In NOT' •`ZXCEEDING•.?ri 9 4OO "Ur=
said newspaper In the Issues of ..yep ..... .... ;2U ; ;i9 ...................... W ME. W PAY = D .W (W
; ,?. IIMM AIM TO, HEFM THE PRJ=
.................... ............. ... .................. ....... .•.. w AiKD,RE1SMPI'0N PPJ3WJW1N•RIB
Afflant further says that the said Clearwater Sun Is a newspaper published at Y,'i)7?'I'ANUII?I{3,1?8I.r(rATT(
Clearwater, in said Pinellas County. Florida, and that the sand newspaper boa r DW THE IMM
heretofore been continuously published In said Pinellas County, Florida, each day and TAXF9'.1dE?i:D'`dN17
'!3Y
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has been entered as second class moil matter at the post otfice in Clearwater. Ira said d ARWA'PF.Ri4h5jtr k -A" •TIR;,.I
Pinellas County. Florida. for a period of one year next preceding the tint publication of RIVEDilIBM.1001 BRID E TOR"Im
the attached copy of advertisement, and aftianI furthe s o4RV he has neither paid i;'$m'80N?k. AMf,NAKM CMTAW a
nor promised any person, firm or corporation any disco t commis n or refund t'r?(,
for the purpose of securing this advertisement for cat In th MW
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PAS3l?) bN'E?1t81'' -iN(i' ? ? ? = ?
:±PA? OR•1!'v?nSDORKD: A?;x':t',:;'•.,
Sworn to and oubscribsd before rae RY DIIQG.
th?a .20th. day of September.. A.D. IV.... L 3 o ary Public uo•t.l'•t t; .t: 'CI y?Cldtl<' a c;a " y °`' W??
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