5665-94 NO.ORDINANCE NO. -94
AN ORDINANCE PROVIDING FOR THE ACQUISITION AND
CONSTRUCTION OF ADDITIONS, EXTENSIONS, SUPPLE-
MENt S AND REP AC a ENTS TO THE GAS SYSTEM OF
THE ;Cf1TY OF CI""' X..VER, FLORIDA; PROVIDING FOR
THE I�'�6UANCE OF NOT" EXCEEDING $2+6,750, 0943 GAS
SYSTEM REVENUE BONDS, SERIES [TO BE DETER-
MINEDI ,i 'AS ADDITIONAL PARITY OBLIGATIONS : OF
THE !CI'T'E' P URSUANT TO THE CITY'S ORIGINAL ORDI-
NA1�iCE� TO PAY THE COST OF SUCH 1994H PROJECT*
PLEDGIIIfG THE NET REVENUES OF THE SYSTEM TO
SECURE PAYP ENT OF THE PRINCIPAL of AND INTER-
EST aoNr 7'HE BONDS* PROVIDING FOR THE RIGHTS' of
THE 'HOLDERS 'OF SUCH BONDS; PROVIDING FOR THE
PAYME14'3" THEREOF XL&KING CERTAIN OTHER COVE-
�1 S AXD AGREEMENTS IN C014NECTION THEREWITH, '
PROVIDING CERTAIN OTHER MATTERS IN CONNECTION
THER.EWITHd :AND PROVIDING AN EFFECTIVE DATE.
BE IT ENACTED - BY THE CITY COMMISSION OF THE CITY OF
CLEARWATER, FLORIDA, ' as follows:
SECTION ` 1. ; AUTHORITY FOR THIS ORDINANCE: ORDINANCE TO HE
SUFPIa TT.AL ' Tlkx:�s Ordinance is enacted pursuant to the p ov Icable s ons
of Chapter 166, , :Part 11, Florida Statutes, and other appl
provisions of' ,law (the ".Act's) and the original ordinance, herein-
after defined: This Ordnance is supplemental' to the ` Original!
Ordinance and; all Provisions of the Original ordinance% not
supplemented,; ;modified, superseded or repealed by the provisions
hereof sh all (ia) remain in full force and effect,' (b) apply to the
1994H' Bonds, he�.�'.inafter defined, to the same extent and in the
same manner as suach provisions apply, to the Parity Bonds, hc�reix�-
after define., i d (c) are incorporated herein by reference 'as if
fully set forth.
SECTION DIEFINITIONS. Unless the context otherwise
requires,' the terms defined in this Ordinance shall hav e the
meanings soeci,,f ledi in this section or in section 2 of the Original
Ordinance, o d > �orti.ng singular number shall includ the
plural number ih ea case and vice versa, and words impertinq
persons shall incl.0 firms and corporations,.
"Additional Parity obligations" shall mean additional
obligations isstled in compliance with the terms, conditions and
limitations contained in the Original Ordinance and inI this
Ordinance and which (i) shall have a lien on the Pledged' Revenuers
equal to that of the 'Parity Bonds and the 19943 Bonds, (ii) shall
a w. ,,... 9 (, Rrc. [? gr� z�n� rb,q: r»r v wi-th t-he parit°vr
Bonds
i
r
°
and the. � '�-
1� 4:� Bonds, and ��.��.� r��A ;equally n a'll r�speots �w�.a..h'
the Par ity Bonds and the 1994B Bands.
' Bond Re giatrart9 or "Registrar" shall mean the officer o� the
Issuer or the. blank or trust company which the Issuer array froii time
to time, designaLte to perform the duties herein sg:t forth' fo:-I the:
Registrar of ;the: 1994B Bonds'.
"Bonds" sh,a.11 mean (i) the Bonds authorized under the oric final.
Ordinance, including, but not limited to the Parity Bonds and ` the
Bonds a27,d (ii) any Additional Parity Obligations issued
hereafter in accordance with the. provisions of the original;
Ordinance and this Ordinances
11Code'l shiill mean the Internal Revenue Code of 1986�' as
amended, and ' the regulations ar°:al rules thereunder in effect or
proposed.
"
Constr `c °
t].d7n
FLl.nd 99 shall mean the Construction Fund created
,and established ;pursuant to Section 17 of this Ordinance.
"Consult,ing Engineer" shall mean such qualified and recognized
independent '0onsulting engineer, having favorable repute or skill
and experience, 1with respect 'to the act: and duties to be provided
to the Issuer; as employed or retained by the issuer try perforM the
acts and carry out the duties herein provided'
"Contrabuti'ons in Aid of Construction" shall mean any anount
or item of mohe�,, services, or property received by the Issuer, any
'portion of whi 1 h is provided at no cost to the utility, which
represents an` addition or transfer to the capital of the System,
and which is !uiilized to offset the acquisition ' improvement or
construction costs of the System.
'Cost of, Operation and Mai.ntenance4, of the System shall ` can
all ;current expenses, paid or accrued, for the operation, main-
tenance and r°epa_ir of all facilities of the System, as calculated
in accordance! with sound accounting practice, and shall inch de,
without limiting the generality o£ the foregoing, insurance
premiums, administrative expenses of the Issuer related solely to '
x d °„�"Y � ^va wuua..s.r�a�s cYiYU oiitPpi.i.=a 'ca,�2tx Lvs. >Leti ?Ea�..
operation, and oharges for the accumulation of appropriate reserves
for current expenses not annually recurrent but which are such as
may reasonably be expected to be incurred in accordance with s�;und
accounting practice, but excluding any reserve for renewals or ,
replacements, ' for extraordinary repairs or any allowance for
depreciation'.
"Credit F
a
c..z lit y" or
"Credit
Facilities"
shall .mean either
individually or collectively, as appropriate, any bond insurance
policy, surety bond, 'letter of credit, line of credit, guaranty or
other instrument' or .instruments that 'would enhance the credki of
2.
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the Bands. the tex`�a Credit , Facility shall nom. include :any i bond
insurance, sur�t bond or other credit e �hanoement deposited into
or allocated `to, a subacc ;xnt in the Reserve Account in the Si4 ing'
it Asa
r
Credit F�xc,�.l.a.ty Issuer, shall ,mean tYie, prodder o' f a �:xr,edit
Facility.
°/Gas System Massager" shall mean the Managing Directory and
Executive officer of the `Syst:em of the City of Clearwater, F.Lorida.
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"Cross Revenues`" or "Revenues" shall mean all moneys recEaived'
from rates, fees°, rentals or other charges or income 'derivedrfrom
the investment oaf funds,; unless otherwise provided herein, by the
Issuer or accruing to it in the operation of the System, all
calculated in accsordance with sound accounting practice.
"Holder of 'Bonds" or "Bondholders" car any similar tens shall
mean any person who shall he the registered owner "Registered
0immer3g) of any registered 199QB Boni., as shown on the books` and
records of the Bond Registrar. The Issuer may deem and treat the
person ins whose name any 19944 ,Bond is registered as the absolute
owner thereof for the purpose of receiving payment of o ` on
account of, the principal or redemption price thereof and interest
due thereon, 'and for all tither purposes.
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"Issuer" shall 'mean' the City of Clearwater, 'Florida.'
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At Reverlub.s°l shall mean Cross Revenues less Cost of Opera-'
tion arad iainte nznce.
111994B Bonds," shall mean the obligations of the Issuer autho-
rized rued to be . issue.d pursuant to Section 6 of this Ordinance, which`
1994B Bonds are` to be issued in one or snore series,, with 'each
series to beiseparately designated in accordance with subseciuent'
resolutions to be adopted by the Issuer prior to the issuance of
any series of 11.994B 'Bonds.
Franchise ordinanc iBs"` shad mean, if, and when adopted,
collectively, t�se Franchise; ordinance adopted by Pasco County,
w.a+�t8+;.ox.pe,s:6.+G64aLA SxLeQ 4Ji. xat:�i�1J6 4.`6?51�86..�+' C1114,$ LY�.�'
Franchise ordinances :adopted by the City' of Fort Richey, Florida
and the City of New Port Richey, Florida; each granting the Issuer
a non-exclusive franchise to operate the System within the jt�ris®
dictional limits of the unincorporated area of, Pasco County,
Florida, and when adopted, within the jurisdictional limits or the
City of Port; ptic.hey, Florida and the City of New port" Richey,
Florida.
ad1994 Interlocal. Agreements" shall mean, if and when adopted,
collect,iv::.�ly, the Interlocal. Agreement between the Issuer and Pasco
county, Florida and the .Interlocal Agreements adopted by the City
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of Port_ Riche Florida and the City of New fort Riehe Flclrida
each of, which 1 authorizes the Issuer to 'operate the System .thin
the respective jurisdictional areas of the parties thereto.
�1994B Pro,lect", or , 1119944 Projects" shall mean the addlt' i ons,
extensions, supplements or , replacements of the existing ,lystem
within Pinellas County, Florida, for areas currently served by the,
System, pursuant to plans and specifications on file with the Gas
System' iKanager and the City :Clerk (the 111994B Pinellas Projects") ,
together with ;the additions`, extensions, supplements and replace
manta of the System to allow the Issuer to extend the System into
the unincorporated. areas of Pasco County, Florida, and within the
municipality es f Port Richey and New Port Richey, all as pursuant
to the 1994 F ) °nchise . Ordinances and the 1994 Interlocal Agee
menu, all pursuant to plans and specifications on file with the
Gas System Manac er and the City Clerk (the '®19948 Pasco Projects") ,
other capita. eaq:)enditures `as set forth in the plans and specifica-
tions on' file with 'the 'Gas System Manager and the City Clem, or
any , other lawlfu.l purpose related to the System olr the 1994B
Project, all; a's' subsequently determined by the Issuer,
9�C?rdi a11C�ea� S
hall mean this ordinance of the Issuer as here- ,'
after amended aril Supplemented from time to time in accordance with
the provisloo , hereof.
"Originial! Ordinance" shall. mean City of Clearwater Ordinance
loo. 5118-95 las, thereafter amended and supplemented from time to
time in accordance with the provisions thereof.
Parity` B� hds08 shall mean the outstanding Gas System Revenue
Bonds, Series 2.991, and upon their issuance, the Gas System Revenue
Bonds, Series ;11994.x.
"Project Costs" shall ;mean all costs authorized to be paid
from the Construction Fund pursuant to Section 17 of this ordinance
to the extent PE.rmitted under the laws'of the State of Florida It
is intended than this definition be broadly construed to encompass
all costs, expen .ses and liabilities' of the Issuer related. to the
System which on the date of this ordinance or in' the` future 'shall
be permitte& to be funded with the proceeds of any series of Bonds
pursuant to the laws of the State of Florida.
"Reserve ,Requirement" f or each series of Bonds shall be as
determined by I subsequent resolution of the Issuer. The Reserve
Requirement 'far the 19948 Bonds shall be the lesser of (i)' the
Maximurri Bona, Service Requirement of the :19948 Bonds, (ii) 125% o
the average: anhual Bond Service Requirement of the 19948 _
'Bon4l , or
(iii) 1`o0 of the net proceeds of the 1994B Bonds.
"System" shall moan the complete gas system now owned,
operated and maintained' by the Issuer, together with any and all
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r a extensions hereafter,
assets xznprcav�_a�aeR.ts, �.xt,..ns�.ons and. add�_t�ons thereto
ccrnstructed; or acquired.
S GI"I�I� ,3 . FINDINGS.. It is hereby found, determined and
declared that-
(A) The Issuer has heretofore enacted the original Ordinance
author zing the issuance of certain obligations to be .secured. by
and payable; fr'oin the Net Revenues, and providing for the. iss uance
of Additional Farity obligations, upon' the conditions 'set i forth
therein, to be payable on a parity from such Net Revenues.
(B) Thei :Issuer now owns, operates and maintains the System
and will Colt;iraue to der ivy: rVenue` from the rues, fees, rentals,,
and other ch rc es made and collected for' the sei^vi ce of such
System, which l't€lavenues and the <other revenues pledged pursuant to
the provisions of the Original Ordinance are not now pledc ed or
end Bred ;in any manner, except for the payment of the Parity
Bands.
(C) It > necessary and desirable to acgu re, conStruit and
erect additions extensions, supplements or rePl'acements to the
System conetii-siting the 111994B Projects", as more particular y set
forth in the plans and specifications on file or to be on file' with
the Gas Syste* 'Manager and the. City Clerk, in order to preserve and
protect the °public health, safety and welfare of the inhabita` is Of
the Issuer and to issue the 1994B Bonds to provide funds for su.eh
purposes,
(D) The cost of such 1994B Projects shall be paid from the
proceeds of : the 1994B Bonds.
(E) The principal of and interest on the 1994B Bonds alhld all
required Sinki,_r.►g Fend, Reserve and ether payments shall be p yable
solely from) the Net Revenues derived from the operation of the
System, as !provided herein and in the original Ordinance. , The
1994B Bonds shall not constitute an indebtedness', liability,
general or moral obligation, or a pledge of the faith, credit or
taring'power of the Issuer, the State, or any political sexbdk i.sicn
thereof, within the meaning of any constitutional, statutory air,
charter provisions Neither the State of Florida, nor anv p9bliti--
cal subdivision thereof, nor the Issuer shall he obligated l;(1) to
levy ad valorem taxes can any property to pay the principal of the
194B Bonds, the interest thereon, or other costs I incidental
thereto or (2) to pay the same from any other funds of the issuer
except from tyre. Net Revenues, in the manner provided herein and in
the original ordinance.
The 1994B Bonds shall not constitute a lien upon the SI,ystem,
or any part thereof, or on any other property of the Issuer, but
shall constitute a first and prior lien only on the Net Revenues in
the manner pro-,Tided herein and in the original ordinance.
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(F) The e.strLmated Net Revenues to be derived from the opera-,
tion of the System will be sufficient to pay all prineipal of an
interest on the parity Bonds and tie 1994B Bonds, as the same
become due, and Ito make all required Sinking Fund, Reserve and
other payments required by this Ordinance and the Original.
Ordinance.
(0) The Original Ordinance, in Section 1 ) thereof
provides for toe: ,issuance of Additional Parity Obligations., under
the terms, limitations and conditions provided therein.
(H) The Issuer has complied with the terms, conditions and
restrictions contained in the Original Ordinance. The Issuer ' zs,
therefore, legally entitled to issue the 19948 Bonds as AdditiaDnal
Parity Obligat .crass within the authorization contained in ' the
Original'' Ordinaazce.
(I) The'! 19,94B Bonds herein authorized shall be on a pa:lity
and rank equaally, as to lien on and source;and security for 'pay�;en t
from the Net Revenues and in all other respects, with the Parity
Bonds.
SECTION 4. 1 THE ORDINANCE TO CONSTITUTE CONTRACT® In con®
side ation ofIthe acceptance of the
1994 Borfds authorized t< be
issued hereun4er by those who shall hold the same from time 'to
time, this Ordinance and the Original Ordinance shall be deemeO to
be and shah ;cons titute a contract between the Issuer and ;s uch
Holders® The covenants and agreements herein set, forth to be
performed by the -Issuer shall be for the equal' benefit, protection
and security of °t.he legal 'Holders of any and all of the Bonds, I `all
of which shall be of equal rank and Sri vhout preference, ;priority or,
distinction of any of the Bonds over any other thereof, excepi� as
expressly provided therein and herein.
SECTION `S. AUTHORIZATION OF 19948 BONDS AND 1994 ; PROJEfITS®
Subject and pursuant to the provisions hereof, obligations of the
Issuer to be known as 4Gas System Revenue Bands, Series [to be
determined] " 'hereinn defined as the "1994B Bonds" are authorized to
be issued in the aggregate principal amount of not exceeding
$26,750, 000 to (i.) finance the costs of the 199AB Projects of the
Issuer, (ii) make a deposit to the Reserve Account in the Sinking
Fund to satisfy the R®sar Require. en
� > (or to :purchase a debt
service reserve fund policy or surety, as determined by resoluItion
of the Issuer adopted prier to the issuance .of any series of v 94B
Bonds) and (iii) pay the costs of issuance of the 19948 Bonds,
The 199448 Projects are hereby authorized and expenditures crom
Revenues of the System are authorized to be made for casts of � the
19948 Projects, Which costs so paid subsequent to the adoption of
Resolution No. 94-'21,; Resolution :No. 94-54 or as otherwise autho-
rized hereby, are to be reimbursed from proceeds of the V. 94B
Bonds.
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SECTION 6, LEI SCRIP_ION OF 1994B BONDS. The 3994B Bonds shall
a .l
be issued in £ully registered form, may be Capital A preci�t on
Bonds and/or Current Interest Bonds; shall be dated shall. i be
numbered be in the denomination of $5, 000 eachs or integral.
multiples thereof for the Current Interest Bonds and in $5,000 '
maturity amaunts ,for the 'Capital Appreciation Bonds or �n $5,1000
multiples thereof', or in such other denominations as sh
all be
approved by the, :issuer in a subsequent resolution prior to Ithe
delivery of the 1994B Bonds; shall beams interest at a fixed or
floating rate dot exceeding. '_he maximum °ate allowed b la , suc�i
interest to be.
payable semiannually on such dates and in such years
and amounts; and! shall mature on such dates and in such years, :land
in such amounts all as shall be fixed by resolution or ordinance, of
the issuer adopted prior to the delivery of the 1994B 'Bonds IThe
19948 Bonds are to be -.issued in one or more series, from time to
tine, ,either as construction or completion bonds, and if issued in
more than one series, each series is to be separately designated as
determined by resolution of the Issuer adopted prior to the isasax�
ance of any such series of 1994B Bands.
The 19945 5c>nds shall be payable with respect to principal
(and Compoundod Amount in the case of Capital Appreciation Bonds)
upon_ resents ion and surrender thereof on the date fixed �for
maturity or redemption thereof at the office of the Bond Registrar;
shal l be payable, inn any coin or currency of the United States which
at the time of'pa anent is legal. tender for the payment of public or
private ,debts* and shall bear interest I from such date, but not
earlier than the date of the 1994B Bonds, as is fixed by subsequent
resolution- or ;ordinance of the Issuer, payable in accordance u ith
andlioursuant to 'the terms of the 1994B Bonds.
Interest on the 19948 Bonds which are Current Interest Bcbndss
shall be `paid by check or, draft mailed to the Registered owners' at
their addresses as they appear on the }cooks and records of the E®nd
Registrar, at 'the close of business on the 15th day of the gat rnth
(whether or not a business day) next preceding the interest payment
date for the 1994B Bonds (the' "Record Date") , ,irrespective of Zany
transfer of the 1994B Bands subsequent to such Record Date and
prior to such interest payment date, unless the Issuer shall b� in
default in the toayment of interest due on such interest payment
date. In the event of any such default, such defaulted interest
a� a a ` l_
.:.�x:w,�..�. m.r� ��y�.�5,�� C:(.� "L.3:l�c �t.�giSterea$. C,)��nex°s at t�. close of �+1�. �,E��kess
on a special 'record date for the payment of defaulted. interest as
established by notice mailed to the persons in whose names such
1994B Bonds are registered at the cl osse of business on the f fth
(5th) ,. day preceding the date of mailing. Payment of interest on
the 19948 Bonds may, at the option of any owner of 1994B Bonds in
an aggregate: principal amount of at 'least $1, 000, 000, be tr<�ns-
itted by wine transfer, to such owner to the bank account number on
file with the, Paying Agent as of the Record hate upon written
request therefor by the holder thereof' for the appropriate inte:k°est
payment date
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If the date for payment :� the principal of remium, if, shay,
y p
or interest on, the 1994B Bonds shall be a Saturday, Sunday', :legal ,
holiday or a day on which the banking institutions in the e�ity,
where the corpor to trust office of the paying Agent is located are
authorized' by {law or executive order to close, then the date for
such palnrient sha 11 be the next succeeding day which, is not a
Saturday, Sunday ;or legal holiday or a day on which such bark'�Fing
institutions are authorized to close, and payment on such d ate
shall have the saine farce and 'effect as if made on the nominal date
of payment.
The 19 94B Bonds may be issued or exchanged for 1994B Bonds in
coupon form, payable to bearer, in such form and with s uch att�ri�
bates as the Issuer may provide by supplemental resolutions, upon
receipt of an olinion from a nationally recognized bond couxseq.
that such. issuanic+e or exchancre will not cause interest on the 15�94B
Bonds to be iIncluciable in gross income of the Holder for federal
income tax pu;p6ses.
SECTION '' 7. 1 EXECUTION OF BONDS. The 1994B Bonds shall; be
executed in the , name of the Issuer, by its City Manager, count er-
signed by its 'Mayor--Commissioner and attested` by its City Clerk,
and its 'official seal or a facsimile thereof shall be affixed
thereto or reproduced thereon. The 1994B'` Bonds shall be approved
as to form ands legal sufficiency by the City Attorney of the
Issuer. The facsimile'signatures of such officers may be imprinted
car reproduced or :he 1953 B Bor;ds.' The Certificate of Aut aentica®-
tion of the Bond Registrar, hereinafter described, shall. appe:aa on
the 1994B Bonds, and no 1994B Bond shall be valid or obligatory for
any purpose or .be entitled to any security or :benefit under this
Ordinance unless 'such certificate shall have been duly: executed on
such 1994B Bond* The authorized signature for the Bond Registrar,
shall at all. ;times be a manual signature. In case any officer
whose signature shall appear on any 1994B Bonds shall cease to be
such officer before the delivery of such' 'Bonds, such signature or
facsimile sfaaill ' nevertheless be valid and suf f icieant for ' all
purposes the `same as if, he had remained in office until such
delivery. Any !994B Bonds may be signed and sealed on behalf of
the Issuer by st,ac.h person who at the actual time of the, execution
ion
of such Bonds shall hold the proper office with the Issuer,
althou- ,.� .rd cnca.a a ardent us �ili5 Ordinance Su£`ft pe�sonl'2�ay
hot v have held ' such office or may not have been so authorized.
SECT 8 . �dEGt�TIABILITY AN ',C E TICN.
(A) NEGOTIABILITY. The 1994B Brands shall be and shall have
all of the qu.ali,ties and incidents of 'negotiable instruments wader
the Uniform Cormm.ercial Code -- Investment Securities of the State of
Florida, and each successive Holder, 'in accepting any of the 1994B
Bonds shall be ec>nclusively deemed to have agreed that such Bonds
shall be and have all' of the qualities and incidents o negotiia.ble
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instruments unc.ar the Uniform Commercial Code I lte .sI tMent
Securities of 1 the State of Florida.
(B) REGISTRATION AND TRANSFER. There shall be a Bond ,Re gis
trar, for the 191948 Bonds which shall be a bank or, trust ccpmpany
located within or without the State of Florida. The Bond �tej�strar
sha 12 Maintain the registration books of the issuer and be res pons
ible for the transfer and exchange of the 1994B Bonds. The �resuer
shall, prior tto the proposed date of delivery of the 1994B I�onds,
by resolution designate the bank. to serve as a Bond Registrar and
Raying Agent. The Bend Registrar shall maintain the boobs for the
re istratioh of the transfer~ and exchange of the Bonds i;n c *Pli'®
ante with an agreement to be executed between tie Issuer and such
1-dank as Bond R(=-:gistrar on or prior to the date of delivery of the
19948 Bonds" Such ,agreement shall set forth in detail the dzties',
rights ` and res'pons bil.ities of the parties thereto.
The 199418 Bonds may be transferred upon the registration ,
books, upon., delivery , to the Registrar, together with w] itten
instructions as to the detail: for the transfer of such 1994B
Bonds, along With the social security or federal employer identifip
cation'' number! of such transferee and, if such transfereel, is a
trust, the nae and'social security or federal employer ident: fica-�
tic�n numbers o:f the settler and beneficiaries of the trust, the
date of the =tru a st and the name of the trustee. o transfer f any
19948 Bond' shall be effective until entered on the re:gist� ation
books maintained by the Registrar.
In all `cases of the transfer of the 1994B Bonds, the Reg.i'attar
shall enter Ithe transfer of ownership in the registration books and
shall authenticate and deliver< in the name of the transfea ee or
transf erees,3 a new fuller registered 19948 Band or 1994B Bonds of
Authorized denbininat ions of the same maturity and interest rate for
the aggregate: principal amount which the Registered I owner is
entitled to ;rec:eive at the earliest -practicable time in acco:ledAnce
with ,t�2e provl:s�ens of this ordinance. Any 1.994B Bond or'i Bonds
shale. be exchangeable for a 1.994B Band or Bonds of they same
maturity and interest rate, in any authorised denomination, ut in
a principal; i ount equal to the unpaid principal amount s f the
19948 3ond orlBonds presented for exchange. ` Bonds to be exc ` anged
Y;`:.,
ol.a IJ.. iac tlx .i.Ctt(.,l f--'.Cl ati the pr s.nc�.pal o$ 2ce Of the Registrar, and
the Registrar shah. deliver in exchange therefor the 19948 Blond or
Bonds which .tile Bondholder making the exchange shall be entitled to
receive. The Issuer or the Registrar may charge the registered
owner of such <1994B Band for oven such transfer or exchange are
amount sufficient to reimburse them for their reasonable feces and
for any tags, fee, or other governmental charge required to be paid
with respect to such transfer or exchange,` and may require that
such charge be paid before any such new 29948 Bond Bhai I be
delivered.
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All 1994B Bonds delivered upon transfer or exchange shall bear
interest from such date that neither .gain nor doss` in, interest
shall result, from the transfer or exchange.
All 1994B Bonds presented for transfer, exchange, redemption' :
or payment (if so required by the issuer)' , shall be accompa.n.°.ed by
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a written npt'rument or instruments of transfer or au.thor°iz t'
for e=_xchange, in form and with guaranty of signature satisfa tory
to 'the is upIr and the Registrar duly executed by the Regis°�ered
owner or by his` duly authorized attorney.
SECTION i 91. BON 5 TIZ,ATBD; BESTR 3�EL_j S"T aE LOST r III
case ,any Bond shall' become mutilated, or be destroyed,
stolen or
lost, the Issuer nay in its discretion issue I and deliver a, new Bond
of like= tenor as; the Bond so mutilated, destroyed, stolen or lost,
in exchange and :substitution for such mutilated Bond upon surrender
and cancellati+Dn of" such. mutilated Bond or in lieu of and sttbsti°
tution for tie Bond destroyed, stolen or lost, and upon the B` lde
furnishing the Issuer proof of his ownership thereof and sati faces
tort' indemnity 1 and complying with such other reasonable regulations
and conditions as the Issuer may prescribe and paying such expenses
as the Issuer! may incur. All Bonds so I surrendered . 'sha] 1 be
canceled by the Registrar, for the Bonds. If any of the Bonds shall
have matured or be about'' to mature, instead of issuing a substitute
Bond, the Issuer array pay, the same, upon being indemnified as afore-
said, and if Isuch Bonds be lost, stolen or destroyed, without
surrender there®f.
Any such duplicate Bonds issued pursuant to this section shah
constitute original, additional contractual obligations on the part
of the Issuer whether or, not the lost,, stolen or destroyed Bonds be
at any, time ; found by anyone, and such duplicate Bonds shad be
entitled to equal and proportionate benefits and rights as tc lien
on the source !and security for _payment from the funds, as herein-
after pledged' to the same extent as all other Bonds issued
hereunder., `
ScTIO
K 10. BOOK ENTRY SYSTEM. Notwith.standihr� the ��rovi-
sions of Sections 7, 8 and 9 hereof, the Issuer may, at its option,
prior to the date of issuance of the 1994B Bonds, elect to use an ,
,.,tea-,..,. ....-^.�_.. ___
immobilization system ---- - -
(lr p�,k�r° r�.+^.vda''::ax��..Y ,�Y:.'�LGlli M1l.8.LYl
issuance of 'su,ch " 994B Bonds, provided adequate records will bo
kept with res3ect to the ownership of such Bonds issued in
boo,k- entry form ar the beneficial ownership of bonds issued in the
name of a no minee° As long as any Bonds are outstanding in
book I-entry fotm the provisions of Sections 7, 8 and 9 ofi this
ordinance shall not be applicable to such 1994B Bonds. The de7tail's
of any alterhative system, of issuance, as described in this
paragraph, s4a1l be set forth in a resolution of the Issuer duly
adopted at or prior; to the sale of such Series 1994B Bonds. i
I
SECTION 11. �P&�Ot�%SIONS FOR REDEMPTION. The 1994B Bonds Sh
ll
be subject to redemption prior to their maturity, at the optional of
the Issuer, at : stl ch times and in such manner as shall be firmed by
resolutions of thin "Issuer duly adopted prior to or at the time of
sale of the 19943 ' 3onds.
Notice of :such redemption will be ;given by the Registrar , % ho
Pa in en for the 1994B Bonds, or such other
shall be the y g g
person, firm or corporation as may from time to time be desk gna ed
the Issuer as, the Registrar, for the 1994B Bonds) by mailing a.
copy of the redemption notice by first-class mail (postage prepaid)
not more than th��i�t:y3 ; days and not less than fifteen (15) days
prption to the registered owner of
ior to the date fixed for redem
each 19948 Bond to be redeemed in whole or in part at the address
shown on the reoistration books. Failure to give such notice by
mailing to any, Re'ister ed Owner of Bonds, or any defect therein,
shall not affect' the validity of any, proceeding for the redemption
of other Bonds. 2011 1994B Bonds or portions thereof so' called for
redemption i11 lease to wear interest after the specified cede p°
tion date provided funds for their redemption are on deposit at the
place of payment at that time a
Upon surrend+er of and 19948 Bond for redemption in part only,
the Issuer shall 1.vasue and deliver to the Registered Owner thereof,
the costs of whj!c:h shall be, paid by the Registered owner, ' a new
1994Ps Bond or 19943 Bands of authorized denominations in aggregate
principal amoulnt equal to the unredeemed portion surrendered..
Whenever and 19948 Bonds shall be delivered to the Pond
Registrar for cancellation, upon payment of the principal amount
thereof, or for rEplac6ment, transfer or exchange, such 1994B Boxads
shall be canceled and, upon request of the Issuer, destroyed by the
Counterparts of the certificate of destrubi ion
Bond Reg
p
evidencing any, o:h eiestruction shall be furnished to the IssL;er.
{I
SECTION 12 : FOP IA OF HE 1994B BONDS. Tine text of the 15�94B
Bonds shall he in substantially the following form with .such
omissions, insertions and variations as may be necessary and
desirable and =au t orized and permitted by this Ordinance or &sy II any
subsequent ordinance or resolution adopted prior to the issuance
thereof
E
(Remainder of page intentionally left blank3
l i.
(Form of 1994B Bond)
No.'
"ITED STATES OF AMERICA
STATE OF FLORIDA
CITY CF" CLEARWATER
CAS YST REVENUE BOND,, SERIES [to be determined]
Dated
Rate of Interest. Maturity Date Dates ..
Cum l<
Registered ed awnaa3r
m
Principal Amount:
K2 OW ALL E]NT BY THESE PRESEN'T'S, that the City of Clearwater, .
Florida (hereinafter called "City") , for value received,
' hereby
promises to ; "pay to the Registered' Owner a dentified above, or,
registered ''assigns, on the Maturity Date specified above, the
Principal R7mbun5� shown above solely from the revenues hereinafter
mentioned, ai d; to pay solely from such, revenues, interest on said
s from the Dated: Date of this Bond or from the most recent
interest payment date to which interest' leas been paid, at the rate
of interest peer annum set forth above until payment of such sun,
such interest being payable , and semi-
annually thereafter on the. first day of and the first
day' of of each year. Tho principal of and premiu�a, if
any, on this !Boned are payable upon presentation and surrender liars
of on the date: 'fixed for maturity or redemption' at the principal
office of the "Paying Agent",) in
Florida, or at the office designated for such
payment of any, :successor thereof. The interest on this Bond, when
due and payable.,, shall be paid by check or draft mailed to the
person in whose name this Bond is registered, at his address as it
appears on thy: 'books and records of the Bond Registrar, at the
close of business on the 15th day of ' the month ;'(whether or lnot a
business day) next preceding the interest payment date (the "Record
Dates°) , irrespective of any transfer of this Band subseguelnt to
such Record bate and prior to such interest payment date, unless
the City shah. be in default in payment off:; i..nterest due on such
interest payment: date. In the event of any such default,) such
defaulted interest shall be payable to the person in whose name
such Bond is 'registered at the close of business on a special
record date for the payment of defaulted interest as established by
notice mailed by the Registrar to the Registered Helder of the
Bonds not less than fifteen -('15) days preceding such special record
date. Such notice shall be nailed to the person in whose name such
Bond is registered at the close of business on the fifth (5t1 ) day
12
preceding the° date of mailing. Payment of interest on the Bonds
ray, at the option of any owner of Bonds in an aggregate print'pal
amount of at least $36, 000,000, be transmitted, by wire transfer to
such owner to the bank account number on file with the Paying Al E:nt
a.s of the Re q Date upon written request therefor by the ho der
thereof for the iappropriate interest payment date All, amounts due
hereunder shall be payable in. any coin or currency o the Un�ted
State.=, which, is,, at the time of payment, legal tender 'for the
payment of public or private debts.
' This Bond iSs one of I a &L ly authorized issue 'of fonds in the
aggregate principal amount of of lake date, tenor
and effect, except as to number, installments,; maturity and inter-
est rate, issued to finance extensions, improvements, and additions
to the Gas System of the Issuer, pursuant to the authority of and
in full compliance with the Constitution and laws of t3�e stet of
Florida, including particularly Chapter . 166, Part II, F id.a ,
Statutes!, and" other pplicable provisions of law (the "'A,ct°1) , and
Ordinance Novi 5111.8-9,1, duly enacted by the Issuer ore A.0 ustl 15,
1991, as supplemented by Ordinance No. -94, duly enacted by the
Issuer on , 1994, as 'amended and supplemented (herein-
after collectsvie1v called the "Ordinance";) , and is subject to all
-the terms and conditions of such Ordinance®
It is provided in the Ordinance that the Bonds of this issue
wild rank I on a parity with the outstanding Bonds of an issue of Gas
System Revenue tonds, Series 1991, dated September 1, 1991, of the
Issuer and the outstanding Bands :of an issue of Gas System revfenue
Bonds, Seriesl 11994A,' date. September 1, 1994,' of the Issuer (lcol°
lective�y, the !'Parity Bonds") . This Bond and the 'Parity Bonds are
payable 'solely from and secured by a First and prior lien upon and
pledge of the Mast Revenues, as defined in the Ordinance, w ich '
consists of the' net revenues derived by the City from the operaGtion
of the System �trte g�Net 'Revenz es") in the manner; provided in the
Ordinance. This ]Bond. does noit constitute` an indebtedness,' liLil
ity, general' or moral obligation, or a pledge of the faith, credit
or taxing powtr� of the City, 'the Mate of Florida or any political
subdivision thereof, within` the meaning of any consti.tdticpnal,
statutory or char�.er provisions. t�ei then the State of Florida nor"
any political subd ivision thereof, nor the City shall. 'tae oblige ted'
(1) to levy ad .valorem taxes on any propert1 to
of the Bands, the interest thereon or other costs incident thereto
or (2) to pay the same from any other funds of the City, ekcept
from the Net Revenu es, in the manner provided herein: It is';
further agreed bet een the City and the Registered Holder of this
Bond that this Bond and the indebtedness evidenced hereby shall not
constitute a lien upon the System, or any part thereof, or on any
other property of the City, but shall constitute a first and prior
lien only on then Net Revenues, in the manner provided in the
Ordinan-e.
(INSERT REDEMPTION PR.OVISTOIVS)
� ry
_tea
t � ,
be de�e
Bonds in ,��enominations greater than $5, 000 shall by . ed to
be an equivA lent number of Bonds of the denomination of $5: 0 )0. n
the event a Bond. is of a denomination larger than $5, 000, a pR rti.on
of such may brsr redeemed, but Bonds shall be redeemed only, in n the
principal aiaount of $5, 000 or any integral ;multiple thereof. 1n
the event any of the Bondsa or portions thereof are callM1d for
redemption' as. 'aforesaid, notice thereof identifying the Bonds or
portions thereof to be redeemed will be given by the Registr a� (who
shall be the paying agent for the Bonds, or such other person, firm
or corporation , s may frog time to time', be designated by the City
as the Registrar for the Bonds) by mailing a copy of the redemption"
notice by first-class mail (postage prepaid) not More than
hirty
(30) days and not less than fifteen (15) days prior to 'the date
fixed . far redemption to the Registered Holder of each Bond to be
redeemed in� whole or in part at the address shown on the regie�
tration books. Failure to give such notice by mailing to any
Registered Holder of Bonds, or any defect therein, shall not iffect
the. validity , pf any proceeding for the redemption of other onds.
All Bonds so tpalled for redemption will cease to bear interest
after the ,specified redemption date provided funds for their
redemption are on deposit at the place of ''payment at that time.
Upon surrender of any Bond for redemption in part only, the City
shall issue Iand deliver` to the Registered Holder thereof, the costs
of which shall' be paid by the Registered Holder, a new Bond or,
Bonds of authorized denominations in aggregate principal amount:,
equal to the ianredeemed portion surrendered.
If the date for payment of the principal of, premium, if any,
or interest'on this Bond shall be a Saturday, Sunday, legal holiday
or, a day on w1iich banking institutions in the city where the
ccarporat°e t ,st, office of the paying agent is located are Iautho@
rued by late or executive order to close, then the date for such
payment shall be the next succeeding day which is not a Saturday,
Sunday, lecl holiay or a day on which such banking institutions
are authorkzed to close, and payment on such date shall have the
same force and effect as if made on the nominal date of payment.
(To be inserted where appropriate on face of bond: "Reference.
i hereby made to the farther provisions of thi Bond set forth or.,
the reverse side hereof, and such further provisions shall for all
purposes have' 'the same' effect as if set forts can this szi de_ 24)
in and by the ordinance, the City has covenanted and agreed
with the Registered Holders of the Bonds of this issue that it. will
fix, establish, revise from time to time whenever necessary,; main-
tain and collect always, such fees, rates, rentals andl other
charges for trie use of the product, ' services and facilities l of the
system which will always provide revenues in each year sufficient
to pay, and out of such fu nds pay, 100% of all costs of operation
and maintenance of the System' in such year and all reserve and
other 'payments provided for, in the ordinance and 125% of the board
service requirement true in such year on the Bonds of this issue,
1
-4j/ ,
and on a�?l other obligations payable on a parity therewithd and
such 'gees, rates, rentals and other charges shall. nc�t be
redued so as to be. -insufficient to provide adequate revenue: for
such purposes. The City has entered into certain further covey ants
with the Holder'al of the 'Bands of this issue for the terms of i hich
reference is m .cte to the ordinance.
It is hereby tified and recited that all acts, conditions
and things required to exist, to happen and to be performed paeCa-
dent to and in the issuance of this ' Bona exist, have 'happened and
have bean pe#fortraed in regular and clue form and time as required by
the: laws and Constitution of the State of Florida applicable
thereto, andthat the issuance of the Bonds of this issue does not
violate any constitutional or 'statutory limitations or provisions.'
This Bond is and has all the qualities and incidents of a
negotiable instrument under the Uniform Commercial' Goes
Investment Securities of the State of Florida.
The Bonds; are issued in the form of fully registered bonds
without coupons in denominations of $5, 000 or any integral multiple
of $5, 000. Subject to the limitations and upon payment the
changes provided in the Ordinance, Bonds may be exchanged for a'
like aggregate principal amount of Bonds of the 'same maturity, of
other authorized denominations. This Bond is transferable by' the
Registered. Holder hereof in person or by his attorney duly autho-
rized in writingo at the above-mentioned office of the Regis1 rar,
but only in the manner, subject to the limitations' and upon pal ant
of the charges' provided in the Ordinance, and upon surrender and
cancellation of this Bond,. Upon such transfer, a new Bond or Bonds
of the same maturity and of authorized denomination of denoi ina
tions, for the >ame aggregate principal amount, w ill be assum d to
the transferee in exchange therefor. Bonds may be transferred upon
the registration books upon delivery to the Registrar of the Bonds,`
accompanied by a written instrument or instruments of transfer in
form and with guaranty of signature satisfactory to the'Registrar,
duly , executed by the Registered ]Holder of the Bonds to be trans-
ferred or his attorney-in-fact or legal 'representative, containing
written instrur�tions as to `the details ` of the transfer of '';such
Bonds, along; with the social security number or federal .employer
identification rsumber of sue transfers® -anima ; f' ^„--�h tral-_ tee_
. � � _.. ........ -and, .a.s. u�.a�.aa r..J:.GUJIUl I,t_-t' is
a trust, the name and social security or federal employer, iden-
tification numbers of the settlor and beneficiaries of the trust,
the federal employer identification number and date of the trust
and the name` of the trustee`, In all cases of the transfer ' of a
Bona, the Registrar shall enter the transfer of ownership in the
registration b6oks and shall authenticate and deliver in the'"name
of the transferee or transferees a new fully registered Bonn or
Bonds of authorized` denominations of the same Maturity 'Date and
Rate of Interest , for the aggregate principal amount which the
Registered Holder is entitled to receive at the earliest practi-
cable time in accordance with the provisions of the Ordinance., The
15
City or the Re � .str�r may charge the Registere Holder of such! Bond
for every such transfer or exchange of a Bonds an mouun`, cuff icient
to rei burs them, for their reasonable fees and az�y ,z...�x fete, or
other governmental charge required to be paid with respect to such
transfer or ei,cchan e, and may require that such charge bef paid,
before any such new Bond shill be delivered.
The City may deem and treat the Registered Holder hereof as.
the absolute owner hereof (whether or not this Bond shell; be over-
due; for the;p�2rpose oecevie pameat of or on account of prim-
ipal hereof and[ i tercast due hereon and for all other purposes,
and the City, shall not be affected by an notice to the contrary.
This Bond ' shal.l not be valid or become obligatory f® and
purpose or be entitled to any security ,nr benefit under the Ordi-
nance until i the certificate of' authentication hereon skull have
been executed
lb-
.� the Bond Registrar.
IN WITNESS WHEREOF, the City of Clearwater, Florida has
issued this Bond and has caused the same to be executed :, by the
manual or, fa6aimlile signature of its City Manager and countersigned
by the manual of facsimile signature of its Mayor-Commissioner, and
its ccarpcarate seal or 'a facsimile thereof to be affixed,, impressed,
imprinted, lithographed or reproduced hereon, and, atteste y the
manual or fa;cslindle signature of its City Clerk as ° of the 'Dated
Date.
CITY OF CLEARWATER, FLORIDA
(SEAL)
Cit' Manager
Mayor-Commissioner
ATTEST., APPROVED AS TO FORM
AND : LEGAL SUFFICIENCY
-City Clerk
City 'Attorney
16
r-
i
CERTIFIC E OF AUTHENTICATION OF BOND REGISTRAR-
This Bond is one of the Bonds of the issue described ir� the
within-' eat = ns Ordinance.
®--d
I
yAuthori zed Signature
Date of ,Authentication
VALIDATION STATEMENT
t
This Bond !is one of a sex°ies of Bonds which were valid tec and
confirmed I by! jj�dogment of the Circuit Court for Pinellas' Co€ nty,
Florida, rendered on g 199
I
c.L.l..y 13anager III
t C-
The follotfi',ng abbreviation s, when used in the , inscripti(�n on
the face of the' ilithin Bond, shall be construed as though they I were
written out ` in ' full according to applicable laws or regulatlabns
i
TEN CON. - as !tenants in `common UNIF TRANSFERS TO MIN ACT,I -
TEN ENT - as e tepnants by the
entir '. -ies" (Crust.
JT TEN ' - point tenants Custodian for
with right of s 3.- (Minoi)
vi4orship and not as under , Uniform Transfers to
tenants an common Minors A.ct of
(State): =
Additional abbreviations may also be used though not inllist
above.
17
I
ASSIGNMENT
FOR, Y ;
EI
VALUE RECEIVED, the undersigned
(the "Transferor") , hereby sells, assigns and transferee unl o
- ------ - (Please insert 4"�ame and
Social lt.y or, Federal Employer lderatifi.cataon numn er of
assignee) the within Bond and all rights -thereunder, and hereby
irrevocably ponstitutes and appoints
(tbe 'Trans ere ll) as attorney to register the transfer
f the wit hi Bond 'on tine books kept for registration thereof, with
full power ; of substitution in the premises.
Dated:
Signature guaranteed.
NOTICE,: . Siga2ature(a) ;must be NOTICE: No transfer will be
guaranteed by a member of `the registered and no new Bond, will :
New York Stock Exchange or a be 'issued in the name of the
commercial'I biaA nk or a 'gust Transferee, unless the sig a.-
company. tore(s) to this assignment
corresponds with the name as it
a�ppears upon the face of the
within Bond in every p,°rticu-°
lar^, without alteration or
enlargement or,any change what-
ever and the Social Security or
Federal Employer Iden tification
cation
Number, of the Transferee is
supplied.
i II
[End of 'Form of B®nd3
18;'
i
SECTION 13. APPLICATION OF PROVISIONS OF 'ORIGINAL' ORDINr
The 1:994B Bonds, herein authorized, shall for all purposes (exrept
as herein expressly prodded) be considered to be Additional Parity
Obligations issue under the authority of the Original Ordina Ice,
and shall be 'enti'tled to all the protection and security provided
therein for the Parity Bonds, and shall be in all respects enti.t'led !
to the same se�cur;ity, sightsncl privileges enjoyed by the party
P
Bonds.
i
The covenants and pledges contained in
the Original Ordinance
shall. be appli:cahl.e to the 19948 Bonds herein authorized. in Bike
manner as applic:a.ble to the Parity .Bonds. The principal of and
interest on the 1994B Bonds shall be payable from the Sinking Fund
established it the . Original Ordinance on parity with the Parity
Bonds, aid pagimn ;s shall be made into such .Sinking Fund by I,the
Issuer i t a ao nj:s fully sufficient to pay the principal of and
interest on the :lP�arity Bonds and the 1994B Bonds as such principal
and interest 'become due.
SECTION 14. APPLICATION OF 1994B BOND PROCEEDS., The
proceeds, including accrued interest and premium, if any, received
from the sale bf, any or all of the 1994B Bonds shall be applied by
the Issuer, as ;f oil lows:
(A) The accrued interest shall be deposited in, the Interest
Account in the Fund created in the Original Ordinance and
shall be used only for 'the purpose of paying interest becoming due
on the 19948 ands.
(B) Unless ,'provided from other funds of the Issuer on Ithe
date of issuance of any. series of 1994B Bonds as set forth in
Section 16(B) of I the Original Ordinance, a slam equal to the Reserve
Requirement fair ; t;he 19948 Bonds shall be deposited in the sub
account in the. Re >erve Account in the Sinking Fund, herein ciea4ted
and establis ed ,for the benefit of the 1994B Bonds, and shall) be
used only; for •thepurposes provided therefor, or,. if determined by
subsequent resolution' of the Issuer, a sum' equal to the premium of
a debt service reserve fund policy or surety provided in satistac-
tion of the Re'se'rve Requirement for such series of 1994B Bonds.
(C) Unless ;paid or reimbursed by the original purchasers)) of
the 1994B Bolds, the Issuer sba 1 ply All costs anrd ex.pe»ses in
connection with the preparation, issuance and sale of the 19�94B
Bonds.
(D) The balance of the 1994B Bond proceeds shall be deposited ;
in the Construction Fund.
i
SECTION 15. SPECIAL OBLIGATIONS OF ISSUER. The 1994B Bands
shall be special obligations of the Issuer, payable solely from )the
Net Revenues as herein provided. The 19948 Bonds do not constite�Ute
an indebtedness, liability, general or moral obligation, or a
19
I
pledge of the .ait c the
h credit or twin power of the l:ssuer,
State of Flori.d'!t or any political: subdivision thereof, :rithinI"the
meaning of any constitutional., statutory or charter provisions.
Neither, the Stags of Florida nor any political subdivision thereof
nor the Issuer shall be obligated (1) to levy ad 'valorem takes on
any property' to,pay the principal of the 1994B Bonds, the int ,rest
thereon or ether costs incident, thereto, or (2) to pay the ame
from any other rands of the Issuer except From the Net Revenues in
the manner provided herein. The acceptance of the 1994B Bond,' by
the Holders from time to time ,thereof shall be deemed an agree", ent
between the Issuer and such. Holders that the Bonds. and.' the ind bt-
edness evidenced thereby shall not constitute a lien upon 7the
System, or any Jpart thereof, or any other, property of the Iss, er,
but shall constitute a first and ,prior lien only on the' Net , ve-
Hues, in the manner hereinafter provided. The Net Revenues sh all.
be immediately subject to the lien of this pledge without any
physical delivery. thereof or further act, and the lien of this
pledge shall {be valid and binding as against: all parties ha'�ing
claims of any' kind in tore contract or otherwise against the
Issuer.
The payment, of thy. principal of and the interest on the Bends _
shall be secured` forthwith equally and ratably by an irrevoc, ble
lien on the Net 'Revenues of the System, as defined herein, on a
parity with the Parity Bonds and the Issuer does hereby irrevocably
pledge such Net Revenues of the System to the payment of the
principal of` and 'the interest on the 1994B Bonds, for the reserIves
therefor and for all other rewired payments.
SECTION, ,16�. COVENANTS ' OF THE ISSUER. The provision: of
Section 16 of thy: original Ordinance shall be deemed applicable to
this ordinance and shall apply-'to the 19941B Bonds" issued pursuant
to this Ordi:nande as though fully restated herein.
SECTION' 17. CONSTRUCTION FUND. The Issuer covenants and
agrees to establish 'a separate fund to be mown 'as the 18City of
Clearwater Gas System Revenue Bonds Construction Fund, " which shall
be used only for payment of the cost of the project, which shall
include the pay,=ent of interest and if` due;, principal, on;`'the
Bonds prior to the date on which the Project is ;fully places in
service. Moneys in the Construction Fund, until applied in payment
of ,anv Z# Pm O� thA dolt of a prrs, ;nr.+ ali be n.. .l t�.,���..e b ! �16
�a....., ,mod ,.� Aar e,bs a �.� �,r, ,yi s.aa
Issuer and shall. be subject to a lien and charge in favor of th.e
Holders of the Blonds and for the further security of such Holders.
The Issuer shall establish within the Construction; Fund a
separate account in the Construction Fund for each series of Bonds.
The Issuer covenants that the acquisition, construction and
installation of each Project will be completed without delay and in
accordance with sound engineering practices. The Issuer shall take
2°0
it
disbursements' or payments from the Cdnstr°uct.itan Funo only to Pay
the cost of & P +ol ect.
No'3:wi thsltaindi ng` any of the other provisions ' of this Section
17, prior to thedate the Project is placed in service, and there- `
after to the extent that other moneys are not available therefor,
amounts in the Construction Fund shall be 'applied to the payxaept of
principal and; interest on Bonds when due.
Promptly after the date of the completion of a Projects, as
determined by the Gas System Manager, and after paying or making
provisions for ,the pavment of all unpaid items ofthe, cost of such
Project, the Issuer shall deposit in the following order of prior-
ity any balance of moneys remaining in the Construction Fund in
(1) another account of the Construction' Fund for wi hi.ch the Gas
System Manager` has stated that there are insufficient moneys
present to pay ' #'he cost of the related' Projoct,' ` (2) the Reserve
Account, to the extent of any deficiency therein, and ' (3) such
other fund or, account established hereunder as shall be determined
by the City °Commission -of the issuer, provided' the Is'su' eri has
received an opinion of Barad Counsel to the effect that such trans-
fer !shall not+ 44versely affect tie exclusion,', if any, of interest
on the Bonds
'from grass income for federal income tax purposes®
kSs C° ION8i. A"ENDING AND SUPPLEMENTING OF ORDINANCE WIT OUT
CONSENT OF HQLDE:RS CF BONDS. The previsions of Section 17 of the
Original Ordinance shall be deemed applicable to this Ordina,nc� > and
shall apply to #-1ke 13948 Bonds, issued ;pursuant to this Ordinance as
though fully ;restated herein
SECTION 191,.: AMENDMENT OF ORDINANCE WITH CONSENT OF HOLDEIS OF
BONDS. ` The provisions of Section 18 of the Original Ordinance
shall be deemed! aF�plicable to this Ordinance and shall apply to the
199 B Bonds issued pursuant to this Ordinance as though fully
restated herein.
SECTION 20 DEFEASANCE. The provisions of Section 19 of the
Original Ordinance shall be deemed applicable to this Ors dinancEi and
shall apply to the 1994B Bonds issued pursuant to this Ordinance as
though :dully restated herein.
SECTION 21. GOVEF.NMRN TA T REORGANI Z T101q The
Section '21 of` the Original Ordinance shall be deemed applicable to
this Ordinance 'and shall apply to the 1994B Bonds issued pursuant
to this OrdLnarice as though fully restated herein.
SECTION 2 2. TAX COVENANTS.
(A) The issuer covenants with the Registered Owners of ,each
series of Bends that it shall not use the proceeds of such series
of Bonds in aaly manner " which , would' cause the interest on Isuch
21
f
i
series of Bonds to be or become includable in the ,gross income of
the- Registered; Owner thereof for federal .income tax purpose`
(B) , The Issuer covenants with 'the Registered O hers of each
series 'of Bonds that neither the Issuer nor any person under its
control or' s i�:°ectican will make any; use of the Proceeds of such
series of Bonds (or amounts deemed to be proceeds .under the code)
in any manner which would 1 cause such series of Boni �o be
"Arbitrage b ndsas within the me' a .ing of Section 1.45 of the Code and,
neither the is;ezaer nor any other person shall` do any ac's or fail to
do ?any act bic" world cause the interest on such series of Bonds
to , become ihc iudable in . the gross income of the Registered Owner
thereof for Ife,deral' income tax purposes.
(C) The Issuer 'hereby covenants with the 'Registered Owners of
each series caf j Bonds that it will comply with all provisions of the
Code necessary to maintain the exclusion of interest on the Bonds
from the gross)I income of the Registered owner thereof for federal
income tax p' poses, including, in particular, the payment of an
amount required to 3�e rebated to the U. S. Ta:°easury pursuant to the
Code. f
SECTIONS �'3� . COtiENANTS WITH CREDIT FA.CILIT� ISSt3ER. The
issuer may make such covenants as it may, in its sole discretion,
determine .tq be appropriate with any, Credit .Facility Issuer that
shall agree its provide a Credit Facility, that shall enhance , the
security or 'tbe' value of the 1994B Bonds. Such covenants may be
set forth inAlresolution adopted prior to 'or simultaneously with
ths , sale of !the 1.994B Bonds and shall. have the same effect as if
such oovenantsl =:were' set forth in full in this ordinance
SECTIOIv� 2J4 PRELIMINARY OFFICIAL STATEMENT. The distribution.
of Prelim nay official Statement relating to the 1994B Bonds is
hereby approved in such form and substance as shall be ,approved by
the Mayror and !City Manager of the Issuer. The Mayor and', the City
Manager are- 1h r°eby authorized to deem such Preliminary official
Statement asl 'final" within the meaning of Rule 15c-2®12 o the
Securities and' Exchange Commission, except for certain '®permitted
omissions' as defined in such rile.
SECTIOY 25. VALIDATION AUTHORIZED. The City Attcarnel�, in
�`C)iYls�,,�1" cti on nritl' �&'s—d r..+,,nse] 9-:_x._9__ a � - directed `
_.:_......_.__ .......... ..ses+.,ssn���., 1' � as�s.�xa„� c3�l�G%2Orl��� aTl{� ` to
prepare i and .f ile proceedings in the Circuit Court of' the Sixth
Judicial Circuit in and for Pinellas County, Florida, to- validate
the series of 1§94B" Bonds the proceeds of which are to be used to
pay all or , a of the costs of the 1994B Pasco Projects in
the manner ;provided by law and the proper officers of the Issuer
are hereby authorized to verify on behalf of the Issuer any
Pleadings ins; siiclh proceedings.
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SECTION 6. SEVERABILITY. If any one or more of the cove-
nants, agree .ent F, or provisions of this Ordi. a.nce s�a.ould. be held
contrary,
to any eIxpress Provision of law or contrary to the o3
, i Id ,
of-' express lav it hough not,e res ly prohibited, or against public
Policy, or, shalj for any reason whatsoever be held i,xnvali , hen
such covenants, agreements or 'Provisions shall be null and void,and
shall be deemed sleparate from the; remaiirni. g covenants, ,-'agreements
or o n sions a of t:hi.s Ordinance or of the Bonds.
' "SECTION ` 27 4 ' REPEAL OF INCONSISTENT INSTRUMENTS. All :o-- i--
nanc'es car resol Ut ions, or parts thereof, in cdnf l ict herewith are
Ierelay r�peal�d ;fio the extent of such conflict.
SECTION 28 . ]EFFECT'IVE DACE. This Ordinance shall take effect
i.mmediatel, u�oa� its !enadtment�.
PASSED ON FIRST.1RE.ADING August 18 , 1994
PASSED ON SECON ,AND 'F7CNAL READTN September ? , 1994
AND ENACTED I
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S
Rita Garvey ;
,
Mayor-Commissioner
Attest:
Cy hia E. GoUldeau
city C
le:Ck
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Approved as to form
and legal sU' ffd61gncy
I
AlaA Z iaet
Interim City tt'c�:rney �
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