R-84-475• ~
RESOLUTION NO. 475
RESOLUTION PROVIDING FOR THE ACQUISITION,
CONSTRUCTION AND ERECTION OF EXTENSIONS AND
IMPROVEMENTS TO THE MUNICIPAL WATER AND
SEWER SYSTEM OF THE CITY OF CLERMONT, FLORIDA;
AUTHORIZING THE ISSUANCE BY THE CITY OF NOT
EXCEEDING $885,900 PRINCIPAL AMOUNT OF WATER
AND SEWER REVENUE BONDS, SERIES 1984, TO
FINANCE A PART OF THE COST THEREOF; PLEDGING
THE NET REVENUES OF SAID SYSTEM, CERTAIN
MUNICIPAL EXCISE TAXES TO SECURE PAYMENT OF
THE PRINCIPAL OF AND INTEREST ON THE BONDS;
PROVIDING FOR THE RIGHTS OF THE HOLDERS OF THE
BONDS; AUTHORIZING ISSUANCE BY THE CITY OF NOT
EXCEEDING $885,900 PRINCIPAL AMOUNT OF 1984
:- WATER AND SEWER REVENUE BOND ANTICIPATION
NOTES IN ANTICIPATION OF THE ISSUANCE OF SAID
BONDS; PROVIDING FOR THE PAYMENT OF SAID
NOTES; AND ENTERING INTO CERTAIN COVENANTS AND
AGREEMENTyS WITH THE HOLDERS OF SAID BONDS AND
NOTES.
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BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CLERMONT, FLORIDA, as follows:
ARTICLE I
GENERAL
1.01 Definitions. When used in this Instrument, the
following terms shall have the following meanings, unless the
text clearly otherwise requires:
"Annual Budget" shall mean the Annual Budget adopted by
the Issuer pursuant to Section 3.04(A) of this Instrument.
"Authorized Depository" shall mean a state banking cor-
poration or national banking association situated in the State of
Florida, which is a member of the Federal Deposit Insurance
Corporation and which is eligible under the laws of the State of
Florida to receive municipal funds.
"Bond Register" shall mean the registration books kept
by the Registrar, hereinafter defined, for the purpose of
registering ownership of the Bonds.
"Bonds" shall mean the obligations of the Issuer
authorized to be,issued pursuant to Section 2.01 of this
Instrument.
"Clerk" shall mean the City Clerk of the Issuer.
"Construction Account" shall mean the account created
pursuant to Section 3.03 of this Instrument for the purpose of
receiving the proceeds to be derived from the sale of the Bonds
and/or the proceeds to be derived from the sale of the Notes,
hereinafter defined, and other funds to pay. the Cost, hereinafter
defined, of the Project, hereinafter defined.
"Cost," when used in connection with the Project, shall
mean all expenses necessary, appurtenant or incidental to the
acquisition and construction of the Project, including without
limitation the cost of any land or interest therein or of any
fixtures, equipment or personal property necessary or convenient
therefor, the cost of labor and materials to complete such
construction, architectural, engineering and legal expenses,
fiscal expenses, expenses for estimates of costs and of revenues,
expenses for plans, specifications and surveys, interest during
construction, administrative expenses related solely to the
acquisition and construction of the Project and all expenses
incident to the financing of the Project and the issuance of the
Bonds and the Notes.
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TABLE OF CONTENTS
ARTICLE I
GENERAL
Section 1.01 Definitions .................................... 1
Section 1.02 Authority for this Instrument .................. 5
Section 1.03 Findings ....................................... 5
Section 1.04 Project Authorized ............................. 6
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION
AND REGISTRATION
Section 2.01 Authorization of Bonds ......................... 7
- Section 2.02 Description of Bonds ........................... 7
Section 2.03 Payment of Bonds and Notes ..................... 8
Section 2.04 Redemption of Bonds and Notes .................. .8
Section 2.05 Execution of Bonds and Notes ................... 9
Section 2.06 Negotiability, Registration, Transfer
and Exchange ................................... 10
Section 2.07 Bonds, Notes and Coupons Mutilated, Destroyed,
Stolen or Lost ................................. 12
Section 2.08 Forms of Bonds ................................. 12
ARTICLE III
COVENANTS, SPECIAL FUNDS
AND APPLICATION THEREOF
Section 3.01 Bonds and Notes Not to Be General Indebtedness
of Issuer ......................................29
Section 3.02 Security for Bonds and Notes ...................29
Section 3.03 Application of Note Proceeds ...................30
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Section 3.04 Covenants of the Issuer ........................ 31
(A) Application of Provisions of Original
Instrument ................................ 31
tB) Increased Deposits to Reserve Account..... 32
tC) Maintenance of Facilities ................. 32
tD) Compliance with Laws and Regulations...... 32
tE) Creation of Superior Liens ................ 32
tF) Arbitrage ................................. 32
ARTICLE IV
AUTHORIZATION OF NOTES
Section 4.01 Authorization of Notes ......................... 33
Section 4.02 Description of Notes ........................... 33
Section 4.03 Additional Covenants of the Issuer ............. 43
(A) Notes Payment Account ..................... 43
tB) Sale of Bonds or Refunding Notes.......... 44
tC) Supplemental Instruments .................. 44
(D) No Additional Obligations ................. 44
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01 Defeasance ..................................... 44
Section 5.02 Modification or Amendment ...................... 45
Section 5.03 Sale of Bonds and Notes ........................ 45
Section 5.04 Severability of Invalid Provisions ............. 45
Section 5.05 Validation Authorized .......................... 46
Section 5.06 Table of Contents and Headings not Part
Hereof ......................................... 46
Section 5.07 Conflicts Repealed ............................. 46
Section 5.08 Effective Date ................................. 46
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"Excise Taxes" shall mean the proceeds to be derived by
the Issuer by reason of its levy and collection of its Public
Service Tax, hereinafter defined, and its Franchise Tax,
hereinafter defined.
"Excise Taxes Fund" shall mean the account created pur-
suant to the provisions of Section 3.04(E) of this Instrument,
into which the Issuer shall deposit all Excise Taxes.
"Facilities" shall mean the complete water and
sewer system now owned, operated and maintained by the Issuer,
together with any and all improvements, extensions and additions
thereto hereafter constructed or acquired, .including the Project.
"Federal Securities" shall mean direct obligations of
the United States of America and obligations the principal of and
interest on which are fully guaranteed by the United States of
America, none of which permit redemption prior to maturity at the
option of the obligor.
"Fiscal Year" shall mean the period commencing on
October 1 of each year and continuing to and including the suc-
ceeding September 30.
"Franchise Tax" shall mean the excise tax levied and
collected by the Issuer pursuant to an agreement with Lake Apopka
Natural Gas Distrirct for a period of thirty (30) years from the
date thereof, by reason of having granted to said company the
right to supply natural gas to the Issuer and its inhabitants,
under the authority of an ordinance duly enacted by the Issuer on
November 17, 1959, and the excise tax levied and collected by the
Issuer pursuant to an agreement with Florida Power Corporation,
for a period of thirty (30) years from the date thereof, by
reason of having granted to said company the right to supply
electric light and power facilities and services to the Issuer
and its inhabitants, under the authority of an ordinance duly
enacted by the Issuer on September 22, 1970.
"Government" shall mean the United States of America,
acting through the Farmers Home Administration, U.S. Department
of Agriculture.
"Gross Revenues" shall mean all moneys derived from the
Rates, hereinafter defined, or otherwise received by the Issuer
or accruing to it in the management and operation of the
Facilities, all calculated in accordance with accepted accounting
methods employed in the operation of public water and
sewer systems similar to the Facilities.
"Holder" shall mean the payee of any outstanding Bond or
Note, or such payee's assignee, or the bearer of any outstanding
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Note issued in coupon form and registered to bearer or not regis-
tered, or the bearer of any coupon appertaining to any such Note
issued in coupon form.
"Instrument" shall mean this resolution and all resolu-
tions amendatory hereof which may be hereafter duly adopted by
the Issuer.
"Issuer" shall mean the City of Clermont, Florida.
"Mayor shall mean the Mayor of the Issuer.
"Net Revenues" shall mean Gross Revenues less Operating
Expenses, hereinafter defined.
"Note Register" shall mean the registration books kept
by the Registrar, hereinafter defined, for the purpose of
registering ownership of the Notes.
"Notes" shall mean the obligations of the Issuer
authorized to be issued pursuant to Section 4.01 of this
Instrument.
"Notes Payment Account" shall mean the account created
pursuant to Section 4.03(A) of this Instrument for the purpose of
receiving the proceeds to be derived from the sale of the Bonds
or the sale of bond anticipation notes issued to extend and renew
the indebtedness evidenced by the Notes, a portion of the pro-
ceeds to be derived from the sale of the Notes and other moneys
required to pay the principal of and interest on the Notes as the
same shall become due.
"Operating Expenses" shall mean the current expenses,
paid or accrued, for the operation, maintenance and repair of all
facilities of the Facilities, as calculated in accordance with
such accepted accounting methods, and shall include, without
limiting the generality of the foregoing, insurance premiums,
administrative expenses of the Issuer related solely to the
Facilities, labor, cost of materials and supplies used for such
operation and charges for the accumulation of appropriate re-
serves for current expenses not annually recurrent but which are
such as may reasonably be expected to be incurred in accordance
with such accepted accounting methods, but shall exclude payments
into the Sinking Fund, hereinafter defined, or the Reserve
Account, hereinafter defined, and any allowance for depreciation
or for renewals or replacements of capital assets of the
Facilities.
"Operation and Maintenance Fund" shall mean the account
created pursuant to the provisions of Section 3.04(C) of this
Instrument for the purpose of receiving funds transferred from
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the Revenue Fund, hereinafter defined, for the purpose of paying
Operating Expenses.
"Original Instrument" shall mean the resolution adopted
by the Issuer on May 27, 1975, as supplemented by the resolution
adopted by the Issuer on July 22, 1980, as further supplemented
by the resolution adopted by the Issuer on March 23, 1982,
authorizing issuance of the Parity Obligations.
"Parity Obligations" shall mean the Issuer's outstanding
Water and Sewer Revenue Bonds, Series 1975, dated January 25,
1977, Water and Sewer Revenue Bonds, Series 1980, dated September
21, 1982 and Water and Sewer Revenue Bonds, Series 1982, dated
December 2, 1983.
"Pledged Funds" shall mean the Net Revenues and the
Excise Taxes.
"Prior Lien Obligations" shall mean the Issuer's
outstanding Water and Sewer Revenue Bonds dated November 1, 1970
and Water and Sewer Revenue Refunding Bonds, Series 1972, dated
November 1, 1972.
"Project" shall mean the extensions and improvements to
the sewer facilities of the Facilities to be constructed pursuant
to the authorization contained in this Instrument in accordance
with certain plans and specifications now on file with the Clerk.
"Public Service Tax" shall mean the excise tax levied
and collected by the Issuer on every purchase of electricity,
metered or bottled gas (natural, liquified, petroleum gas or
manufactured), water service, telephone service and telegraph
service within the corporate territorial limits of the Issuer
pursuant to the provisions of nonemergency Ordinance No. 187C, as
duly enacted by the Issuer on November 14, 1978 pursuant to
Section 166.231, Florida Statutes, formerly Section 167.431,
Florida Statutes.
amended,
"Rates" shall mean the rates, fees, rentals and other
charges to be made and collected by the Issuer for the use of the
product, services and facilities to be provided by the Facilities.
"Registrar" shall mean the Clerk or any bank or trust
company hereafter duly appointed by resolution of the Issuer to
serve as Registrar with respect to the Bonds and/or the Notes.
"Reserve Account" shall mean the account in the Sinking
Fund created pursuant to the provisions of Section 3.04(C)(3) of
the Original Instrument, into which the Issuer shall make
monthly deposits for the purpose of maintaining a reserve fund
for the payment of the principal of and interest on the Parity
Obligations and the Bonds.
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"Revenue Fund" shall mean the account created pursuant
to the provisions of Section 3.04iB) of the Original Instrument,
into which all Gross Revenues shall be deposited by the Issuer.
"Sinking Fund" shall mean the account created pursuant
to the provisions of Section 3.04(C) of the Original Instrument,
into which the Issuer shall make monthly deposits for the payment
of the principal of and interest on the Parity Obligations and
the Bonds.
1.02 Authority for this Instrument. This Instrument is
adopted pursuant to the provisions of Part III, Chapter 166,
Florida Statutes, as amended, Section 3.04(J) of the Original
Instrument and other applicable provisions of law.
1.03 Findings. It is hereby found and determined that:
(A) For the benefit of its inhabitants, the Issuer
presently owns and operates the Facilities, and the Project is
necessary for the continued preservation of the health, welfare,
convenience and safety of the Issuer and its inhabitants.
(B) The Issuer has been advised by its consulting engi-
neers and it is hereby found and determined that the estimated
Cost of the Project is $1,595,900, $885,900 of which shall be
financed ultimately with the proceeds from the sale of the Bonds
and which shall be financed initially with the proceeds from the
sale of the Notes: The balance of such Cost shall be paid from a
federal grant in the amount of $710,000.
(C) The revenues to be derived annually from the Rates
the Excise Taxes will be sufficient to pay, as the same shall
become due and payable, the principal of and interest on the
Prior Lien Obligations, the Parity Obligations, and the Bonds and
Operating Expenses. It is estimated that the period of use-
fulness of the Facilities will exceed thirty-one years.
(D) It is deemed necessary and desirable to pledge the
Pledged Funds to the payment of the principal of and interest on
the Bonds and the Notes. No part of the Pledged Funds has been
pledged or hypothecated except with respect to the Notes, the
Bonds and the Parity Obligations, except that the Pledged Funds
have been pledged first to the payment of the principal of and
interest on the Prior Lien Obligations. The Original Instrument,
in Section 3.04(J) thereof provides for the issuance of addi-
tional parity obligations under the terms, limitations and con-
ditions provided therein; and the Issuer will issue the Bonds as
additional parity obligations within the authorization contained
in Section 3.04(J) of the Original Instrument pursuant to written
consent of the Government, owner and holder of all of the Parity
Obligations, and its waiver of any of the provisions of Section
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3.04(J) of the Original Instrument which are not otherwise
complied with. The Bonds shall be payable on a parity and rank
equally as to lien on and source and security for payment from
the Pledged Funds, and in all other respects, with the Parity
Obligations.
(E) This Instrument is declared to be and shall consti-
tute a contract between the Issuer and the Holders; and the cove-
nants and agreements herein set forth to be performed by the
Issuer are and shall be for the equal benefit, protection and
security of all of the Holders, all of which shall be of equal
rank and without preference, priority or distinction of any of
the Bonds or the Notes over any other, except as hereinafter pro-
vided.
(F> The Issuer is not, under this Instrument, obligated
to levy any ad valorem taxes on any real or personal property
situated within its corporate territorial limits to pay the
principal of or interest on the Bonds or the Notes or to pay
Operating Expenses. Neither the Bonds nor the Notes shall
constitute a lien upon the Facilities or any other property of
the Issuer or situated within its corporate territorial limits.
-~ The Bonds shall not be issued until the contract or contracts for
°`the construction of the Project shall have been finally let.
(G) Pursuant to a loan agreement entered into by and
between the Issuer and the Government, the Government has
contracted to purchase the Bonds from the Issuer upon substantial
completion of the Project. It is necessary and urgent that funds
be made immediately available in order to provide money for the
commencement of the Project at this time and for the continued
construction of the Project until its substantial completion.
The Issuer must, therefore, anticipate the receipt by it of the
proceeds to be derived from the sale of the Bonds, and the Issuer
has determined that it is in the best interest of the Zssuer and
its residents and inhabitants that the Notes be issued pursuant
to this Instrument in anticipation of the receipt by the Issuer
of the groceeds from the sale of the Bonds.
(H) In the event that the Issuer shall be unable to
market the Notes in the private sector, the Government has agreed
to purchase the Bonds in the alternative form of the single Bond
set out in Section 2.08 of this Instrument, the proceeds of which
Bond shall be drawn down in installments, paid by the Government
to the Issuer as the~same shall be needed by the Issuer from time
to time for the payment of items of the Cost of the Project.
1.04 Project Authorized. The Project is hereby
authorized.
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ARTICLE II
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AUTHORIZATION, TERMS, EXECUTION
AND REGISTRATION
2.01 Authorization of Bonds. Subject and pursuant to
the provisions of this Instrument, obligations of the Issuer to
be known as "Water and Sewer Revenue Bonds, Series 1984" are
hereby authorized to be issued in an aggregate principal amount
not exceeding Eight Hundred Eighty-five Thousand Nine Hundred
Dollars ($885,900) for the purpose of providing funds to pay the
principal of the Notes on the maturity date thereof and thereby
providing the long-term financing of a part of the Cost of the
Project, or for the purpose of providing funds directly to pay a
part of the Cost of the Project in the event that the Issuer
shall elect not to issue the Notes pursuant to Section 5.03 of
this Instrument.
2.02 Description of Bonds. The Bonds shall be dated
as of the date of their delivery; shall bear interest at a rate
or rates not exceeding the maximum rate permitted by law, payable
on September 1, 1985 and annually thereafter on September 1 of
each year; and shall. be issued as a single Bond payable in
installments in the amounts and on September 1 of the years as
follows or as serial Bonds in the denomination of $1,000 each or
any multiple thereof (except Bond numbered 1 which shall be in
the denomination•o~ $1,900) and maturing on September 1 in the
years and amounts as follows:
Years Amounts Years Amounts
1987 $ 7,900 2001 $24,000
1988 6,000 2002 27,000
1989 8,000 2003 30,000
1990 8,000 2004 33,000
1991 9,000 2005 37,000
1992 10,000 2006 40,000
1993 11,000 2007 45,000
1994 12,000 2008 49,000
1995 14,000 2009 55,000
1996 15,000 2010 60,000
1997 16,000 2011 67,000
1998 18,000 2012 73,000
1999 20,000 2013 81,000
2000 23,000 2014 87,000
Provided, however, if the Bonds shall be issued on
September 1, 1985 or thereafter, each of such installment or
maturity dates shall be deferred by one year for each year or
fraction of a year that the issuance of the Bonds shall be
deferred beyond August 31, 1985, and all other dates herein
shall be deferred correspondingly.
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The interest payable on the Bonds on any interest pay-
ment date will be paid to the Holder in whose name such Bond
shall be registered at the close of business on the date which
shall be the fifteenth day (whether or not a business day) of the
calendar month next preceding such interest payment date.
2.03 Payment of Bonds and Notes. The Bonds and the
Notes shall be payable as to both principal and interest at such
place or places as the Issuer shall hereafter by resolution
designate, in lawful money of the United States of America, and
shall bear interest from the date of issue; provided, however,
that Bonds held by the Government shall be payable at "Finance
Office, U.S. Department of Agriculture, Farmers Home
Administration, 1520 Market Street, St. Louis, Missouri 63103,"
or at such other places as the Government shall from time to time
in writing designate to the Issuer.
From and after any maturity date or interest payment
date of any of the Bonds or any date fixed for redemption as
designated in any notice given pursuant to Section 2.04 hereof
(deposit of moneys for the payment of the principal or redemption
price of and/or interest on such Bonds having been made by the
Issuer and notice of redemption having been given to the extent
required hereunder), notwithstanding that any of such Bonds
shall not have been surrendered for cancellation, no further
interest shall accrue upon the principal of such Bonds after such
date, no interest shall accrue upon the interest which shall have
accrued and shall then be due on such date, and such Bonds shall
cease to be entitled to any lien, benefit or security under this
Instrument, and the Holders shall have no rights in respect of
such Bonds except to receive payment of such principal or the
redemption price thereof and unpaid interest accrued to the due
date or redemption date.
2.04 Redemption of Bonds and Notes. In this section
the word "Bonds" shall be deemed to include the respective
installments of principal of the single Bond corresponding to the
serial maturities of the serial Bonds.
Bonds maturing on or before September 1, 1994 are not
subject to redemption prior to their respective stated dates of
maturity. Bonds maturing September 1, 1995 and thereafter shall
be redeemable, at the option of the Issuer, in whole or in part,
in inverse numerical and maturity order, on September 1, 1994 or
on any interest payment date thereafter at par and accrued
interest, plus the following premiums, expressed as percentages
of the par value of the Bonds so redeemed, if redeemed in the
following years:
5$, if redeemed on September 1, 1994 or thereafter,
to and including September 1, 1996;
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4$, if redeemed on September 1, 1997 or thereafter,
to and including September 1, 2001;
38, if redeemed on September 1, 2002 or thereafter,
to and including September 1, 2005;
2$, if redeemed on September 1, 2006 or thereafter,
to and including September 1, 2009;
1$, if redeemed on September 1, 2010 or thereafter,
to and including September 1, 2013;
Without premium, if redeemed on September 1, 2014 or
thereafter, but prior to maturity.
Bonds held by the Government may be redeemed by the
Issuer on any interest payment date prior to maturity at the
price of par and accrued interest, without premium.
At least thirty (30) days prior to the redemption date
of any Bonds or Notes, notice of such redemption shall be
published at least once in a financial newspaper of national cir-
culation published in the English language at least five (5) days
each week except holidays in the City of New York, New York. On
or prior to such publication date, written notice of such redemp-
tion shall be given to the paying agents for such Bonds or Notes
to be redeemed and to each of the registered owners thereof, by
mail, at their respective addresses as they appear upon the Bond
Register yr the Note Register, as the case may be, but failure to
mail any notice required by this sentence shall not adversely
affect any redemption hereunder if such notice by publication
shall have been given in the manner required by this paragraph.
If the Bonds shall be issued on September 1, 1985 or
thereafter each of the dates in this section shall be deferred by
one year for each year or fraction of a year that the issuance of
the Bonds shall be deferred beyond August 31, 1985 and all other
dates in this Instrument shall be deferred correspondingly.
2.05 Execution of Bonds and Notes. The Bonds and the
Notes shall be executed in the name of the Issuer with the manual
or facsimile signature of the Mayor and the corporate seal of the
Issuer shall be impressed or imprinted thereon, attested and
countersigned with the manual or facsimile signature of the
Clerk. In case any one or more of the officers who shall have
signed or sealed any of the Bonds or Notes or whose facsimile
signature shall appear thereon shall cease to be such officer of
the Issuer before the Bonds or Notes so signed and sealed have
been actually sold and delivered such Bonds or Notes may
nevertheless be sold and delivered as herein provided and may be
issued as if the person who signed or sealed such Bonds or Notes
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had not ceased to hold such office. Any Bond or Note may be
signed and sealed on behalf of the Issuer by such person who at
the actual time of the execution of such Bond or Note shall hold
the proper office of the Issuer, although at the date of such
Bonds or Notes such person may not have held such office or may
not have been so authorized. Coupons attached to Notes issued in
bearer form shall be authenticated with the facsimile signatures
of any present or future Mayor and Clerk. The Issuer may adopt
and use for such purposes the facsimile signatures of any such
persons who shall have held such offices at any time after the
date of the adoption of this Instrument, notwithstanding that
either or both shall have ceased to hold such office at the time
the Bonds or the Notes shall be actually sold and delivered.
From time to time after the adoption of this Instrument,
the Issuer may deliver executed serial Bonds or fully registered
Notes to the Registrar for authentication, and the Registrar
shall authenticate and deliver such serial Bonds or fully
registered Notes in accordance with written instructions of the
Issuer and not otherwise. No serial Bond or fully registered
Note shall be entitled to any benefit under this Instrument or be
valid for any purpose unless there appears on such serial Bond or
'=fully registered Note a certificate of authentication substan-
tially in the form set forth in the form of serial Bond set out
in Section 2.08 hereof or the form of fully registered Note set
out in Section 4.02 hereof executed on behalf of the Registrar
with the manual signature of an authorized signatory of the
Registrar. Such certificate of authentication executed as afore-
said on a serial Bond or fully registered Note shall be conclu-
sive evidence that such serial Bond or fully registered Note has
been authenticated and delivered under this Instrument.
2.06 Negotiability, Registration, Transfer and
Exchange. The Bonds, the Notes and coupons appertaining to
bearer Notes shall be and shall have all the qualities and inci-
dents of negotiable instruments under the law merchant and the
laws of the State of Florida, and each successive Holder, in
accepting any Bonds, Notes or coupons shall be conclusively
deemed to have agreed that the same shall be and have all of said
qualities and incidents of negotiable instruments.
The transfer of Bonds and Notes other than bearer Notes
shall be registered on the Bond Register or the Note Register, as
the case may be, upon delivery to the Registrar of the Bonds or
the Notes to be transferred, accompanied by a written instrument
or instruments of transfer in form and with guaranty of signa-
tures satisfactory to the Registrar, duly executed by the Holder
of the Bonds or the Notes to be transferred, or by his attorney
duly authorized in writing, containing such identification infor-
mation for the transferee as the Registrar shall reasonably
require.
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In all cases of the transfer of any Bond or Note, the
Registrar shall enter the transfer of ownership in the Bond
Register or the Note Register, as the case may be, and shall
deliver in the name of the transferee or transferees a new
registered Bond or Bonds or Note or Notes, of authorized denomi-
nations of the same maturity and interest rate for the aggregate
principal amount which the registered owner is entitled to
receive at the earliest practicable time in accordance with the
provisions of this Instrument. The Issuer or the Registrar may
charge the owner of such Bond or Note for every such transfer
sufficient to reimburse it for any tax, fee or other governmental
charge required to be paid with respect to such transfer and may
require that such charge be paid before any such new Bond or Note
shall be delivered.
New Bonds or Notes delivered upon any transfer shall be
valid, limited obligations of the Issuer, evidencing the same
debt as the Bonds or Notes surrendered, shall be payable solely
from the Pledged Funds and shall be entitled to all of the
security and benefits hereof to the same extent as the Bonds or
Notes surrendered.
The Issuer and the Registrar may treat the registered
owner of any Bond or Note as the absolute owner thereof for all
purposes, whether or not such Bond or Note shall be overdue, and
any notice to the contrary shall not be binding upon the Issuer
or the Registrar.
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Notes maturing in one year or less may be issued as
coupon notes and may be registrable on the Note Register, at the
option of the Holder, as to principal only or as to both prin-
cipal and interest, at the office of the Registrar, such
registration to be noted on the back of such Notes in the space
provided therefor. After such registration as to principal only
or as to both principal and interest, no transfer of such Notes
shall be valid unless made at such office by written assignment
of the registered owner or by his duly authorized attorney in a
form satisfactory to the Registrar and similarly noted on the
Notes, but such Notes may be discharged from registration by
being in like manner transferred to bearer and thereupon trans-
ferability by delivery shall be restored. At the option of the
Holder, such Notes may thereafter again from time to time be
registered or transferred to bearer as before. Registration as
to principal only shall not affect the negotiability of the
coupons which shall continue to pass by delivery.
At the expense of the Holder, the single Bond may be
exchanged by the Holder at any time, not more than ninety days
after surrender of such Bond to the Registrar, for an equal
aggregate principal amount of serial Bonds maturing in the years
and amounts corresponding to the years and amounts of the unpaid
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installments of principal of the single Bond and in the form
prescribed for serial Bonds in Section 2.08 of this Instrument;
and if all of the serial Bonds outstanding shall be owned and
held by a single Holder such Bonds may, in like manner, be
exchanged at the expense of such Holder at any time, not more
than ninety days after surrender of such Bonds to the Registrar,
for a single Bond in principal amount equal to the aggregate
principal amount of such serial Bonds surrendered, maturing in
installments in the years and amounts corresponding to the years
and amounts of the maturities of such serial Bonds so surrendered
and in the form prescribed for the single Bond in Section 2.08 of
this Instrument.
2.07 Bonds, Notes and Coupons Mutilated, Destroyed,
Stolen or Lost. In case any Bond or Note shall became mutilated,
or be destroyed, stolen or lost, the Issuer may in its discretion
issue and deliver a new Bond or Note of like tenor as the Bond or
Note so mutilated, destroyed, stolen or lost, in exchange and
substitution for such mutilated Bond or Note, upon surrender and
cancellation of such mutilated Bond or Note, or in lieu of and
substitution for the Bond or Note destroyed, stolen or lost, and
upon the Holder furnishing the Issuer satisfactory indemnity and
complying with such other reasonable regulations and conditions
as the Issuer may prescribe and paying such expenses as the
Issuer may incur. If any such Bonds or Notes shall have matured
or be about to mature, instead of issuing a substitute Bond or
Note the Issuer may pay the same, upon being indemnified as
aforesaid, if such Bond or Note be lost, stolen or destroyed,
without surrender thereof. In case any coupons shall become
mutilated, or be destroyed, stolen or lost, the Issuer may pay
the same, upon surrender and cancellation of such mutilated
coupon, or in lieu of and substitution for the coupon destroyed,
stolen or lost, and upon the Holder furnishing to the Issuer
satisfactory indemnity 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, Notes and
coupons so surrendered shall be cancelled by the Clerk.
Any such duplicate Bonds or Notes issued pursuant to
this section shall constitute original, additional contractual
obligations on the part of the Issuer whether or not the lost,
stolen or destroyed Bonds or Notes be at any time found by
anyone, and such duplicate Bonds or Notes shall be entitled to
equal and proportionate benefits and rights as to lien on and
source and security for payment from the funds, as hereinafter
pledged, to the same extent as all other Bonds or Notes issued
hereunder.
2.08 Forms of Bonds. The text of the Bonds shall be in
substantially the following forms, with only such omissions,
insertions and variations as may be necessary and/or desirable
-12-
~~ ~ • i
and approved by the Mayor or the Clerk prior to the issuance
thereof (which necessity and/or desirability and approval shall
be presumed by the Issuer's delivery of the Bonds to the
Government or other purchaser thereof);
(FORM OF SERIAL BOND)
[Front of Bond )
REGISTERED REGISTERED
No. $
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF LAKE
CITY OF CLERMONT
WATER AND SEWER REVENUE BOND, SERIES 1984
SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
INTEREST RATE:
MATURITY DATE:
19_
BOND DATE:
19_
CUSIP:
REGISTERED HOLDER:
PRINCIPAL AMOUNT:
DOLLARS
FOR VALUE RECEIVED, the City of Clermont, a municipality
created and existing under and by virtue of the laws of the State
of Florida (the "Issuer"), hereby promises to pay, solely from
the special funds hereinafter described, to the Registered Holder
identified above, or registered assigns as hereinafter provided,
on the Maturity Date identified above, the Principal Amount iden-
tified above and to pay interest (computed on the basis of a
360-day year of twelve 30-day months) on such Principal Amount
from the Bond Date identified above or from the most recent
interest payment date to which interest has been paid at the
Interest Rate per annum identified above on September 1st of each
year commencing September 1, 19 until such Principal Amount
shall have been paid, except as the provisions hereinafter set
forth with respect to redemption prior to maturity may be or
become applicable hereto.
Such Principal Amount and interest and the premium (if
any) on this bond are payable in any coin or currency of the
-13-
•
•
United States of America which, on the respective dates of
payment thereof, shall be legal tender for the payment of public
and private debts, at the office of the Registrar hereinafter
identified, located in ,
Payment of each installment of interest shall be made to the per-
son in whose name this bond shall be registered on the registra-
tion books of the Issuer maintained by the Registrar at the close
of business on the date which shall be the 15th day (whether or
not a business day) of the calendar month next preceding such
interest payment date and shall be paid by a check of the
Registrar mailed to such registered owner at the address
appearing on such registration books or at such other address as
may be furnished in writing by such registered owner to the
Registrar.
Reference is hereby made to further provisions of this
bond set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if fully set forth
in this place.
The Bonds of the issue of which this bond is one were
validated by judgment of the Circuit Court of the Fifth Judicial
Circuit, in and for Lake County, Florida, rendered on
19_.
This bond shall not be valid unless the certificate of
authentication hereon shall have been signed by the Registrar.
IN WITNESS WHEREOF, the City of Clermont, Florida, has
issued this bond and has caused the same to be signed by its
Mayor and attested and countersigned by its City Clerk, either
manually or with their facsimile signatures, and its corporate
seal or a facsimile thereof. to be affixed, impressed, imprinted
or engraved hereon, all as of
CITY OF CLERMONT, FLORIDA
By
Mayor
(SEAL)
ATTESTED AND COUNTERSIGNED:
City Clerk
Registration Date:
-14-
• •
CERTIFICATE OF AUTHENTICATIQN
This bond is one of the Bonds of the issue herein
described and issued pursuant to the within mentioned Resolution.
r
Registrar
By
Authorized Signatory
(Back of Bond)
This bond is one of an authorized issue of Bonds in the
aggregate principal amount of $885,900 (the "Bonds") of like
date, tenor and effect, except as to number, denomination and
date of maturity, issued to finance a part of the cost of
acquiring, erecting and constructing extensions and improvements
to the sewer facilities of the combined municipal water and sewer
system of the Issuer (the "Facilities"), under the authority of
and in full compliance with the Constitution and Statutes of the
State of Florida, particularly Part III, Chapter 166, Florida
Statutes, as amended, and a resolution duly adopted by the Issuer
on May 27, 1975, as supplemented by a resolution duly adopted by
the Issuer on Jules 22, 1980, as further supplemented by a resolu-
tion duly adopted by the Issuer on March 23, 1982 and par-
ticularly as supplemented by a resolution duly adopted by the
Issuer on 1984, as further supplemented (severally,
the "Resalution"), and is subject to all the terms and conditions
of the Resolution.
This bond and the interest hereon are payable solely
from and secured by a lien upon and a pledge of the net revenues
to be derived from the operation of the Facilities and certain
municipal Excise Taxes (defined in the Resolution), in the manner
described in the Resolution. It is expressly agreed by the
holder of this bond that the full faith and credit of the Issuer
are not pledged to the payment of the principal of and interest
on this bond and that such holder shall never have the right to
require or compel the exercise of the ad valorem taxing power of
the Issuer to the payment of such principal and interest or the
cost of maintaining, repairing and operating the Facilities.
This bond and the obligation evidenced hereby shall not consti-
tute a lien upon the Facilities or any part thereof or upon any
other property of the Issuer or situated within its corporate
territorial limits, but shall constitute a lien only on the net
revenues to be derived from the operation of the Facilities and
the Excise Taxes.
-15-
• •
The Bonds are payable on a parity, equally and ratably,
from such net revenues and Excise Taxes with the Issuer's
outstanding Water and Sewer Revenue Bonds, Series 1975, dated
January 25, 1977, Water and Sewer Revenue Bonds, Series 1980,
dated September 21, 1982 and Water and Sewer Revenue Bonds,
Series 1982, dated December 2, 1983 (collectively, the "Parity
Obligations").
The lien in favor of the holders of the Bonds of the
issue of which this Bond is one on the revenues of the Facilities
and the Excise Taxes is junior, subordinate and inferior in every
respect to the lien on such revenues and Excise Taxes in favor of
the Issuer's outstanding Water and Sewer Revenue Bonds dated
November 1, 1970 and Water and Sewer Revenue Refunding Bonds,
Series 1972, dated November 1, 1972 (jointly, the "Prior Lien
Obligations"). The Issuer in the Resolution has covenanted and
agreed with the holders of the Bonds that it will not hereafter
issue any additional obligations payable from the revenues of the
Facilities on a parity with the Prior Lien Obligations.
In and by the Resolution, the Issuer has covenanted and
.agreed with the holders of the Bonds that it will fix, establish,
--revise from time to time whenever necessary, maintain and collect
always such fees, rates, rentals and other charges for the use of
the product, services and facilities of the Facilities which,
together with the Excise Taxes, will always produce cash revenues
sufficient to pay,-and out of such funds pay, as the same shall
become due, the principal of and interest on the Parity
Obligations, the Prior Lien Obligations and the Bonds, the
necessary expenses of operating and maintaining the Facilities
and all reserve, sinking fund or other payments required by the
Resolution, and that such rates, rentals, fees and other charges
will not be reduced so as to be insufficient to provide funds for
such purposes, and that it will levy and collect the Excise Taxes
at such rates, not exceeding the maximum rates permitted by law,
as shall be necessary to provide funds which, together with the
revenues of the Facilities, will be sufficient to pay, and out of
such funds pay, as the same shall become due, the principal of
and interest on the Parity Obligations, the Prior Lien
Obligations and the Bonds, the necessary expenses of operating
and maintaining the Facilities and all reserve, sinking fund or
other payments required by the Resolution, and that the rates of
such Excise Taxes will not be reduced so as to be insufficient to
provide funds for such purposes.
The Bonds maturing on or before September 1, 1994 are
not subject to redemption prior to their respective stated dates
of maturity. Bonds maturing September 1, 1995 and thereafter
shall be redeemable, at the option of the Issuer, in whole or in
part, in inverse numerical and maturity order, on September 1,
1994 or on any interest payment date thereafter at par and
-16-
• •
accrued interest, plus the following premiums, expressed as per-
centages of the par value of the Bonds so redeemed, if redeemed
in the following years:
5$, if redeemed on September 1, 1994 or thereafter,
to and including September 1, 1996;
4$, if redeemed on September 1, 1997 or thereafter,
to and including September 1, 2001;
3$, if redeemed on September 1, 2002 or thereafter,
to and including September 1, 2005;
2$, if redeemed on September 1, 2006 or thereafter,
to and including September 1, 2009;
1$, if redeemed on September 1, 2010 or thereafter,
to and including September 1, 2013;
Without premium, if redeemed on September 1, 2014 or
thereafter, but prior to maturity;
provided, however, that notice of such redemption shall be given
in the manner required by the Resolution.
This bond is transferable upon the registration books of
the City Clerk, [or: , ,
- ,] as registrar, or such other registrar
as the Issuer shall hereafter duly appoint (the "Registrar">, but
only in the manner, subject to the limitations and upon payment
of the charges provided in the Resolution, and upon surrender of
this bond to the Registrar, with the form of Assignment hereon or
other written instrument or instruments of transfer in form and
with guaranty of signature satisfactory to the Registrar, duly
executed by the registered owner hereof, or by his attorney duly
authorized in writing, and containing the information identifying
the assignee requested hereon. In all cases of the transfer of
this bond, the Registrar shall enter the transfer of ownership in
such registration books and shall deliver in the name of the
assignee or assignees a new bond or bonds of authorized denomina-
tion or demoninations and of the same maturity, interest rate and
aggregate principal amount, at the earliest practicable time.
Prior to every such transfer the Registrar shall be entitled to
receive from the owner of this bond a sum sufficient only to
reimburse it for any tax, fee or other governmental charge
required to be paid with respect to such transfer.
As provided in the Resolution, this bond and all of the
Bonds then outstanding are exchangeable at the expense of the
holder or registered owner hereof at any time, not less than
ninety days after surrender of this bond and all of the Bonds
-17-
.. •
then outstanding to the
bond in the denomination
of this bond plus all of
form of such single bond
•
Registrar, for a single fully-registered
equal to the aggregate principal amount
the Bonds then outstanding and in the
as provided for in the Resolution.
It is hereby certified and recited that all acts, con-
ditions and things required to exist, to happen and to be per-
formed precedent to and in the issuance of this bond, exist, have
happened and have been performed, in regular and due form and
time as required by the laws and Constitution of the State of
Florida applicable hereto, and that the issuance of the Bonds
does not violate any constitutional, statutory or charter limita-
tions or provisions.
This bond is and has all the qualities and incidents of
a negotiable instrument under the law merchant and the laws of
the State of Florida.
LEGAL OPINION
[Insert appropriate approving opinion of bond counsel.]
The above is a true copy of the opinion rendered by
Foley, Lardner & Slade in connection with the issuance of, and
dated as of the original delivery of, the Bonds of the issue of
which this bond i~ one. An executed copy of that opinion is on
file in my office.
City Clerk
-18-
•
•
The following abbreviations, when used in the inscrip-
tion on the face of the within bond, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNZF GIFT MIN ACT - Custodian
(Gust) (Minor)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used though not in list above.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns
and transfers unto
PLEASE INSERT SOC~,L SECURITY OR TAXPAYER
IDENTIFICATION NUMBER OF TRANSFEREE
(Please print or typewrite name and address,
including zip code of Transferee)
the within bond and all rights thereunder, and hereby irrevocably
constitutes and appoints
s
-19-
i '~
to transfer the within bond on the books kept for registration
thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be
guaranteed by a member firm
of the New York Stock Exchange
or a commercial bank or trust
company.
Registered Owner
(NOTE: The signature above must
correspond with the name of the
Registered Owner as it appears
upon the front of this bond in
every particular, without
alteration or enlargement or
any change whatsoever.)
(FORM OF SINGLE BOND)
$885,900
$885,900
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF LAKE
CITY OF CLERMONT
WATER AND SEWER REVENUE BOND, SERIES 1984
FOR VALUE RECEIVED, the City of Clermont, a municipality
created and existing under and by virtue of the laws of the State
of Florida (the "Issuer"), hereby promises to pay
or registered assigns, solely
from the special funds hereinafter mentioned, the principal sum
of Eight Aundred Eighty-five Thousand Nine Aundred Dollars
($885,900) on the first day of September in the years and
installments as follows:
-20-
• •
Principal Principal
Year Amount Year Amount
1987 $ 7,900 2001 $24,000
1988 6,000 2002 27,000
1989 8,000 2003 30,000
1990 8,000 2004 33,000
1991 9,000 2005 37,000
1992 10,000 2006 40,000
1993 11,000 2007 45,000
1994 12,000 2008 49,000
1995 14,000 2009 55,000
1996 15,000 2010 60,000
1997 16,000 2011 67,000
1998 18,000 2012 73,000
1999 20,000 2013 81,000
2000 23,000 2014 87,000
and to pay, solely from said special funds, interest on the
balance of said principal sum from time to time remaining unpaid,
from the date of the delivery of this bond to the purchaser
hereof, at the rate of per centum ( $) per annum,
payable on September 1, 1985, and annually thereafter on the
first day of September of each year. Such interest so payable on
any interest payment date will, as provided in the Resolution
hereinafter mentioned, be paid to the person in whose name this
bond shall be registered at the close of business on the date
which shall be the fifteenth day (whether or not a business day)
of the calendar month next preceding such interest payment date.
Both principal of and interest on this bond are payable at
paying agent, in lawful money of the United States of America.
Payments of principal and interest, including prepayments of
installments of principal as hereinafter provided, shall be noted
by the owner and holder hereof on the Payment Record made a part
of this bond, and written notice of the making of each such nota-
tion shall be promptly sent to the Issuer. Upon final payment of
principal and interest this bond shall be surrendered to the
Issuer.
This bond is issued to finance a part of the cost of
acquiring, erecting and constructing extensions and improvements
to the sewer facilities of the combined. municipal water and sewer
system of the Issuer (the "Facilities"), under the authority of
and in full compliance with the Constitution and Statutes of the
State of Florida, particularly Part III, Chapter 166, Florida
Statutes, as amended, and a resolution duly adopted by the Issuer
on May 27, 1975, as supplemented by a resolution duly adopted by
the Issuer on July 22, 1980, and further supplemented by a respo-
lution duly adopted by the Issuer on March 23, 1982, and par-
ticularly as supplemented by a resolution duly adopted by the
-21-
• •
Issuer on
(collectively,
and conditions
19,_, as further supplemented
the "Resolution"), and is subject to all the terms
of the Resolution.
This bond and the interest hereon are payable solely
from and secured by a lien upon and a pledge of the net revenues
to be derived from the operation of the Facilities, certain muni-
cipal Excise Taxes (defined in the Resolution), all in the manner
provided in the Resolution. It is expressly agreed by the holder
of this bond that the full faith and credit of the Issuer are not
pledged to the payment of the principal of and interest on this
bond and that such holder shall never have the right to require
or compel the exercise of the ad valorem taxing power of the
Issuer to the payment of such principal and interest or the cost
of maintaining, repairing and operating the Facilities. This
bond and the obligation evidenced hereby shall not constitute a
lien upon the Facilities or any part thereof or upon any other
property of the Issuer or situated within its corporate terri-
torial limits, but shall constitute a lien only on the net reve-
nues to be derived from the operation of the Facilities and the
Excise Taxes.
This bond is payable on a parity, equally and ratably,
~'~from such net revenues and Excise Taxes with the Issuer's
outstanding Water and Sewer Revenue Bonds, Series 1975, dated
January 25, 1977, Water and Sewer Revenue Bonds, Series 1980,
dated September 2.1, 1982 and Water and Sewer Revenue Bonds,
Series 1982, date3 December 2, 1983 (collectively, the "Parity
Obligations").
The lien in favor of the holder of this Bond on the
revenues of the Facilities and the Excise Taxes is junior, subor-
dinate and inferior in every respect to the lien on such revenues
and Excise Taxes in favor of the Issuer's outstanding Water and
Sewer Revenue Bonds dated November 1, 1970 and Water and Sewer
Revenue Refunding Bonds, Series 1972, dated November 1, 1972
(jointly, the "Prior Lien Obligations"). The Issuer in the
Resolution has covenanted and agreed with the holder of this bond
that it will not hereafter issue any additional obligations
payable from the revenues of the Facilities on a parity with the
Prior Lien Obligations.
In and by the Resolution, the Issuer has covenanted and
agreed with the holder of this bond that it will fix, establish,
revise from time to time whenever necessary, maintain and collect
always such fees, rates, rentals and other charges for the use of
the product, services and facilities of the Facilities which,
together with the Excise Taxes, will always produce cash revenues
sufficient to pay, and aut of such funds pay, as the same shall
become due, the principal of and interest on the Parity
Obligations, the Prior Lien Obligations and this bond, the
-22-
•
necessary expenses of operating and maintaining the Facilities
and all reserve, sinking fund or other payments required by the
Resolution, and that such rates, rentals, fees and other charges
will not be reduced so as to be insufficient to provide funds for
such purposes, and that it will levy and collect the Excise Taxes
at such rates, not exceeding the maximum rates permitted by law,
as shall be necessary to provide funds which, together with the
revenues of the Facilities, will be sufficient to pay, and out of
such funds pay, as the same shall become due, the principal of
and interest on the Parity Obligations, the Prior Lien
Obligations and this bond, the necessary expenses of operating
and maintaining the Facilities and all reserve, sinking fund or
other payments required by the Resolution, and that the rates of
such Excise Taxes will not be reduced so as to be insufficient to
provide funds for such purposes.
As provided in the Resolution, this bond is exchangeable
at the expense of the owner and holder hereof at any time, not
more than ninety days after surrender of this bond to the City
Clerk, [or: , ,
,] as registrar, or such other
registrar as the Issuer shall hereafter duly appoint (the
"Registrar"), for an equal aggregate principal amount of serial
bonds in the denomination of $1,000 each or any multiple thereof
and maturing on September 1 of the years corresponding to the
years and amounts of the unpaid installments of principal of this
bond, and in the firm of such serial bonds as provided for in the
Resolution.
The installments of principal payable upon this bond on
or before September 1, 1994 are not subject to prepayment prior
to their respective dates of payment. The installments of prin-
cipal payable on this bond on September 1, 1995 and thereafter
may be grepaid at the option of the Issuer, in whole or in part,
but only in multiples of $1,000, in inverse chronological order
of said installments, on September 1, 1994 or on any interest
payment date thereafter at par and accrued interest, plus the
following premiums, expressed as percentages of the principal
amount of said installments so prepaid, if prepaid in the
following years:
5$, if paid on September 1, 1994 or thereafter,
to and including September 1, 1996;
4$, if paid on September 1, 1997 or thereafter,
to and including September 1, 2001;
3$, if paid on September 1, 2002 or thereafter,
to and including September 1, 2005;
2$, if paid on September 1, 2006 or thereafter,
to and including September 1, 2009;
-23-
•
•
18, if paid on September 1, 2010 or thereafter,
to and including September 1, 2013;
Without premium, if paid on September 1, 2014 or
thereafter, but prior to maturity;
provided, however, that notice of such prepayment shall be given
in the manner required by the Resolution.
It is hereby certified and recited that all acts, con-
ditions and things required to exist, to happen and to be per-
formed precedent to and in the issuance of this bond, exist, have
happened and have been performed, in regular and due form and
time as required by the laws and Constitution of the State of
Florida. applicable hereto, and that the issuance of this bond
does not violate any constitutional, statutory or charter limita-
tions or provisions.
This bond is and has all the qualities and incidents of
a negotiable instrument under the law merchant and the laws of
the State of Florida.
This bond was validated by judgment of the Circuit Court
-~of the Fifth Judicial Circuit, in and for Lake County, Florida,
rendered on , 19_.
This bond is transferable upon the registration books
of the Registrar,~ut only in the manner, subject to the limita-
tions and upon payment of the charges provided in the Resolution,
and upon surrender of this bond to the Registrar, with the form
of Assignment hereon or other written instrument or instruments
of transfer in form and with guaranty of signature satisfactory
to the Registrar, duly executed by the registered owner hereof,
or by his attorney duly authorized in writing, and containing the
information identifying the assignee requested hereon. In all
cases of the transfer of this bond, the Registrar shall enter the
transfer of ownership in such registration books and shall
deliver in the name of the assignee or assignees a new single
bond and shall verify the endorsements made on the Payment Record
attached hereto as to the portion of the principal amount hereof
and interest hereon paid or prepaid, and every assignee hereof
shall take this bond subject to this condition. Prior to every
such transfer the Registrar shall be entitled to receive from the
owner of this bond a sum sufficient only to reimburse it for any
tax, fee or other governmental charge required to be paid with
respect to such transfer.
IN WITNESS WHEREOF, the City of Clermont, Florida, has
issued this bond and has caused the same to be signed by its
Mayor and attested and countersigned by its City Clerk, and its
corporate seal to be impressed hereon, and for identification
-24-
( ~ • • •
purposes only has caused such officers to sign in the margin of
page 2 hereof, all as of
CITY OF CLERMONT, FLORIDA
By
Mayor
(SEAL)
ATTESTED AND COUNTERSIGNED:
City Clerk
(FORM OF ASSIGNMENT)
ASSIGNMENT
For valuable consideration, the UNITED STATES OF
AMERICA, acting through the U.S. DEPARTMENT OF AGRICULTURE,
FARMERS HOME ADMINISTRATION, does hereby assign, transfer and
deliver to all of its right,
title and interest in and to this bond and all rights belonging
or appertaining tri-the assignor under and by virtue of this bond.
U.S. DEPARTMENT OF AGRICULTURE,
FARMERS HOME ADMINISTRATION
By
Witnesses:
Title:
-25-
• •
(FORM OF PAYMENT RECORD)
PAYMENT RECORD
Due Date Principal
iSept. 1) Payment
1987 $ 7,900
1988 6,000
1989 8,000
1990 8,000
1991 9,000
1992 10,000
1993 11,000
1994 12,000
1995 14,000
1996 15,000
1997 16,000
1998 18,000
1999 20,000
2000 23,000
2001 24,000
2002 27,000
2003 30,000
2004 33,000_
2005 37,000
2006 40,000
2007 45,000
2008 49,000
2009 55,000
2010 60,000
2011 67,000
2012 73,000
2013 81,000
2014 87,000
-26-
Principal Signature of
Balance Interest Date Owner's Authorized
Due Payment Paid Official and Title
PRINCIPAL INSTALLMENTS ON WHICH PAYMENTS HAVE
BEEN MADE PRIOR TO DUE DATE
Principal Signature of
Principal Due Principal Balance Date Owner's Authorized
Date Amount Prepaid Due Paid Official and Title
In the event that the Issuer shall elect not to issue
the Notes pursuant to the provisions of Section 5.03 of this
Instrument and in lieu of interim construction financing the
Bonds shall be purchased by the Government prior to commencement
of construction of the Project, the Government will take delivery
of the Bonds as a single bond in the form above provided, with
the following modifications: (1) the first paragraph of the
foregoing form of single Bond shall be stricken and the next
succeeding three paragraphs shall be substituted therefor; and
(2) the form for recording receipts of Bond proceeds which
follows such three paragraphs shall be inserted in such form of
single Bond immediately preceding the Form of Assignment thereon.
FOR VALUE RECEIVED, the City of Clermont, a municipality
created and existing under and by virtue of the laws of the State
of Florida (the "Issuer"), hereby promises to pay the UNITED
STATES OF AMERICA, U.S. Department of Agriculture, Farmers Home
Administration (the "Government"), or registered assigns, solely
from the special funds hereinafter mentioned, the principal sum
of Eight Hundred Eighty-five Thousand Nine Hundred Dollars
($885,900) on the first day of September in the years and
installments as follows:
-27-
(ALTERNATIVE FORM OF SINGLE BOND)
Principal Principal
Year Amount Year Amount
1987 $ 7,900 2001 $24,000
1988 6,000 2002 27,000
1989 8,000 2003 30,000
1990 8,000 2004 33,000
1991 9,000 2005 37,000
1992 10,000 2006 40,000
1993 11,000 2007 45,000
1994 12,000 2008 49,000
1995 14,000 2009 55,000
1996 15,000 2010 60,000
1997 16,000 2011 67,000
1998 18,000 2012 73,000
1999 20,000 2013 81,000
2000 23,000 2014 87,000
and to pay, solely from said special funds, interest on the
balance of each portion of said principal sum from time to time
remaining unpaid, from the date such portion shall be received by
the Issuer pursuant to the terms hereof, at the rate of per
'_centum ( $) per annum, payable on September 1, 1985, and
annually thereafter on the first day of September of each year.
Such interest so payable on any interest payment date will, as
provided in the Resolution hereinafter mentioned, be paid to the
person in whose name this bond shall be registered at the close
of business on the date which shall be the fifteenth day (whether
or not a business day> of the calendar month next preceding such
interest payment date.
The Government and the Issuer intend that the proceeds
to be derived by the Issuer from the sale of this bond to the
Government shall be gaid to the Issuer by the Government in
installments as the same shall be needed by the Issuer from time
to time for the payment of items of the cost of the project
hereinafter mentioned. The Issuer will acknowledge receipt upon
the schedule provided hereon for such purpose of each portion of
the principal hereof so paid by the Government to the Issuer and
the date of such receipt.
Both principal of and interest on this bond are payable
at Finance Office, U.S. Department of Agriculture, Farmers Home
Administration, 1520 Market Street, St. Louis, Missouri 63103, in
lawful money of the United States of America. Payments of prin-
cipal and interest, including prepayments of installments of
principal as hereinafter provided, shall be noted by the owner
and holder hereof on the Payment Record made a part of this bond,
and written notice of the making of each such notation shall be
promptly sent to the Issuer. Upon final payment of principal and
interest this bond shall be surrendered to the Issuer.
-28-
• •
AMOUNT OF
PROCEEDS DATE OF SIGNATURE OF ISSUER'S
RECEIVED RECEIPT AUTHORIZED REPRESENTATIVE TITLE
ARTICLE III
COVENANTS, SPECIAL FUNDS
AND APPLICATION THEREOF
3.01 Bonds and Notes Not to Be General Indebtedness of
Issuer. Neither the Bonds nor the Notes shall be or constitute
general obligations or indebtedness of the Issuer as "bonds"
within the meaning of Article VII, Section 12 of the Constitution
of Florida, but shall be payable solely from and secured by a
lien upon and a pledge of the Pledged Funds or, in the case of
the Notes, from and secured by a prior lien upon and a pledge of
the proceeds from the sale of the Bonds or the sale of bond anti-
cipation notes issued to extend and renew the indebtedness evi-
denced by the Notes, as herein provided. No Holder shall ever
have the right to compel the exercise of any ad valorem taxing
power of the Issuer to pay the principal of or interest on any
Bond or Note or Operating Expenses, or be entitled to payment of
such Bond or Note from any moneys of the Issuer except from the
Pledged Funds or, in the case of the Notes, the proceeds from the
sale of the Bonds or the sale of bond anticipation notes issued
to extend and renew the indebtedness evidenced by the Notes, in
the manner provided herein.
3.02 Security for Bonds and Notes. The payment of the
principal of and interest on the Bonds shall be secured forthwith
equally and ratably by a pledge of and lien upon the Pledged
Funds. The Issuer does hereby irrevocably pledge the Pledged
Funds to the payment of the principal of and interest on the
-29-
•
Bonds and to the payment into the Sinking Fund at the times pro-
vided of the sums required to secure to the Aolders thereof the
payment of the principal of and interest on the Bonds at the
respective maturities thereof.
The payment of the principal of and interest on the
Notes shall be secured forthwith, equally and ratably, by a prior
lien on and pledge of the proceeds to be derived from the sale of
the Bonds or the sale of bond anticipation notes issued to extend
and renew the indebtedness evidenced by the Notes and, if
necessary, by a lien on and pledge of the Pledged Funds, subject
only to the pledge thereof and lien thereon in favor of the
Parity Obligations and the Prior Lien Obligations.
The Bonds are payable from the Pledged Funds on a
parity, equally and ratably, with the Parity Obligations.
The lien on and pledge of the Pledged Funds in favor of
the Bonds and the Notes is junior, subordinate and inferior in
every respect to the pledge of and lien on the Pledged Funds in
favor of the Prior Lien Obligations.
-~. 3.03 Application of Note Proceeds. The Issuer hereby
covenants that it will establish with an Authorized Depository a
separate account or accounts into which shall be deposited the
proceeds from the sale of the Notes (except such portion thereof
which, together with the earnings to be derived from the invest-
ment thereof, shall be necessary to pay interest on the Notes to
the maturity date thereof, which portion shall be deposited in
the Notes Payment Account>, grant .funds and the additional funds,
if any, required to assure payment in full of the Cost of the
Project. Withdrawals from the Construction Account shall be made
only for such purposes as shall have been previously specified in
the Project Cost estimates and as shall be approved by the
Issuer's consulting engineers for the Project.
The Issuer's share of any liquidated damages or other
moneys paid by defaulting contractors or their sureties, and all
proceeds of insurance compensating for damages to the Project
during the period of construction, shall be deposited in the
Construction Account to assure completion of the Project.
Moneys in the Construction Account shall be continuously
secured by the depository bank in accordance with U.S. Treasury
Department Circular 176 and in the manner prescribed by the laws
of the State of Florida relating to the securing of public funds.
When the moneys on deposit in the Construction Account exceed the
estimated disbursements on account of the Project for the next 90
days, the Issuer may direct the Authorized Depository to invest
such excess funds in Federal Securities. The earnings from any
such investment shall be deposited in the Construction Account.
-30-
When the construction of the Project has been completed
and all Costs thereof have been paid in full, all funds remaining
in the Construction Account, except grant funds, shall be de-
posited in the Sinking Fund, and the Construction Account shall
be closed.
All moneys deposited in the Construction Account shall
be and constitute a trust fund created for the purposes stated,
and there is hereby created a lien upon such fund in favor of the
Aolders until the moneys thereof shall have been applied in
accordance with this Instrument.
In the event that the Issuer shall elect not to issue
the Notes pursuant to the provisions of Section 5.03 of this
Instrument, then the Issuer shall deposit into the Construction
Account the proceeds from the sale of the Bonds (except such por-
tion thereof as shall be necessary to pay interest on the Bonds
during the construction of the Project, which shall be deposited
in the Sinking Fund), grant funds and the additional funds, if
any, required to assure payment in full of the Cost of the
Project, and Bond proceeds in the Construction Account shall be
applied and invested in the manner provided in this section for
the application and investment of Note proceeds. In such event,
if the Bonds shall be purchased by the Government, the Government
and the Issuer intend that Bond proceeds shall be drawn down in
installments to be paid by the Government to the Issuer as the
same shall be needed by the Issuer from time to time for the
payment of items o~ the Cost of the Project. As each such
installment of Bond proceeds shall be paid by the Government and
drawn down by the Issuer, the Issuer will acknowledge receipt of
such portion of Bond proceeds so drawn down and the date of such
receipt upon the schedule provided for such purpose upon the
Bond.
3.04 Covenants of the Issuer. So long as any of the
principal of or premium, if any, or interest on any of the Bonds
or the Notes shall be outstanding and unpaid, or until provision
for payment thereof shall have been made within the meaning of
Section 5.01 hereof, the Issuer covenants with the Holders as
follows
(A) Application of Provisions of Original Instrument.
The Bonds shall for all purposes (except as herein expressly
changed) be considered to be additional parity obligations issued
under the authority of Section 3.04(J) of the Original Instrument
and shall be entitled to all the protection and security provided
therein for the Parity Obligations, as respectively issued, and
shall be in all respects entitled to the same security, rights
and privileges enjoyed by the Parity Obligations. The covenants
and pledges contained in Section 3.04 of the Original Instrument
shall be applicable to the Notes and the Bonds in like manner as
-31-
• •
applicable to the Parity Obligations, except that the Notes shall
be junior, subordinate and inferior to the Parity Obligations in
every respect. The principal of, interest on and redemption pre-
miums on the Bonds shall be payable from the Sinking Fund
established by the Original Instrument on a parity with the
Parity Obligations, and payments shall be made into such Sinking
Fund by the Issuer in amounts fully sufficient to pay the prin-
cipal of and interest on the Parity Obligations and on the Bonds
as such principal and interest become due. The Reserve Account
established by the Original Instrument shall be applicable pro
rata to the Bonds in the same manner as applicable to the Parity
Obligations.
(B) Increased Deposits to Reserve Account. The monthly
deposits to the Reserve Account pursuant to the provisions of
Section 3.04(C)(3) of the Original Instrument shall be in the
amount of Two Thousand Four Hundred Ninety-five Dollars ($2,495),
until such time as the funds and investments in the Reserve
Account shall equal Two Hundred Ninety-nine Thousand Four Hundred
Dollars ($299,400), and monthly thereafter such amount as shall
be necessary to maintain in the Reserve Account the sum of Two
Hundred Ninety-nine Thousand Four Hundred Dollars ($299,400) but
not exceeding Two Thousand Four Hundred Ninety-five Dollars
($2,495) monthly.
(C) Maintenance of Facilities. The Issuer will
complete the construction of the Project in an economical and
efficient manner with all practicable dispatch, and thereafter
will maintain the Facilities in good condition and continuously
operate the same in an efficient manner at a reasonable cost.
(D) Compliance with Laws and Regulations. The Issuer
covenants and agrees to perform and comply with, in every
respect, the loan and grant agreements which it might have with
the Government or with any other governmental agency and all
applicable federal and state laws and regulations.
(E) Creation of Superior Liens. The Issuer covenants
that it will not issue any other notes, bonds, certificates or
obligations of any kind or nature or create or cause or permit to
be created any debt, lien, pledge, assignment or encumbrance or
charge payable from or enjoying a lien upon any of the Pledged
Funds ranking prior and superior to the lien created by this
Instrument for the benefit of the Notes and the Bonds.
(F) Arbitrage. The Issuer covenants that it will not
make any investments or acquiesce in the making of any invest-
ments by any depository pursuant to or under the provisions of
this Instrument which could cause the Notes or the Bonds to be
"arbitrage bonds" within the meaning of Section 103(c)(2) of the
Internal Revenue Code of 1954, as amended, and the applicable
regulations issued thereunder.
-32-
ARTICLE IV
AUTHORIZATION OF NOTES
4.01 Authorization of Notes. Subject and pursuant to
the provisions of this Instrument, obligations of the Issuer to
be known as "1984 Water and Sewer Revenue Bond Anticipation
Notes," are hereby authorized to be issued in an aggregate prin-
cipal amount not exceeding Eight Hundred Eighty-five Thousand
Nine Hundred Dollars ($885,900) for the purpose of providing
funds to pay a part of the Cost of the Project pending issuance
of the Bonds .
4.02 Description of Notes. The Notes shall be dated as
of the date of or prior to the date of their delivery to the ini-
tial purchaser or purchasers thereof, shall be payable as to both
principal and interest at such place or places, shall mature on
or prior to the fifth anniversary of their date and may be in
such denomination or denominations, bear interest payable at
maturity or periodically (and, at the Issuer's option, upon
surrender of coupons in the case of Notes maturing one year after
issuance or earlier) and have such registration provisions and
redemption privileges as shall be acceptable to such purchaser or
purchasers and hereafter specified by resolution of the Issuer.
The Notes shall bear such rate or rates of interest not exceeding
the legal rate and shall be in substantially the following forms,
with such omissions, insertions and variations as may be
necessary and/or desirable and approved by the Mayor or the Clerk
prior to the issuance thereof (which necessity and/or desirabi-
lity and approval shall be presumed by the Issuer's delivery of
the Notes to the purchaser or purchasers thereof):
(FORM OF COUPON NOTES)
No.
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF LARE
CITY OF CLERMONT
1984 WATER AND SEWER REVENUE BOND ANTICIPATION NOTE
FOR VALUE RECEIVED, the City of Clermont, a municipality
created and existing under and by virtue of the laws of the State
of Florida (the "Issuer"), hereby promises to pay to the bearer,
or if this note be registered to the registered owner as herein-
after provided, on , 19_, at the principal office of
paying agent for the Notes (hereinafter described) of which this
note is one, solely from the special funds hereinafter mentioned,
the principal sum of
-33-
DOLLARS
•
and interest on such principal sum from the date hereof at the
rate of per centum ( 8) per annum, payable on
a~, 19_, and at the maturity hereof, upon the presen-
tation and surrender of the annexed coupons as they severally
fall due unless this note shall be registered as to both prin-
cipal and interest.
This note is one of an authorized issue of notes in the
aggregate principal amount of $885,900 (the "Notes") of like
date, tenor and effect, except as to number and denomination,
issued pursuant to the Constitution and laws of the State of
Florida, particularly Part III, Chapter 16b, Florida Statutes, as
amended, and a resolution duly adopted by the Issuer on
1984 (the "Resolution"), in anticipation of the
receipt by the Issuer of the proceeds from the sale of not
exceeding $885,900 principal amount of Water and Sewer Revenue
Bonds, Series 1984 of the Issuer (the "Bonds"), and is subject to
all of the terms and conditions of the Resolution.
This note and the interest due hereon are payable
-_~ solely from and secured by a prior lien upon and a pledge of the
`proceeds to be derived from the sale of the Bonds or the sale of
bond anticipation notes issued to extend and renew the indebted-
ness evidenced by the Notes and, if necessary, from and secured
by a lien upon and a pledge of the following Pledged Funds: the
net revenues to be derived from the operation of the Issuer's
combined municipal water and sewer system (the "Facilities") and
certain municipal Excise Taxes (defined in the Resolution), all
in the manner provided in the Resolution.
The lien in favor of the holder of this note on the
revenues of the Facilities and the Excise Taxes is junior,
subordinate and inferior in every respect to the lien thereon in
favor of the holders of the Issuer's outstanding Water and Sewer
Revenue Bonds dated November 1, 1970, Water and Sewer Revenue
Refunding Bonds, Series 1972, dated November 1, 1972, Water and
Sewer Revenue Bonds, Series 1975, dated January 25, 1977, Water
and Sewer Revenue Bonds, Series 1980, dated September 21, 1982
and Water and Sewer Revenue Bonds, Series 1982, dated December
21, 1983.
[Insert redemption provisions.]
This note and the obligation evidenced hereby shall not
constitute a lien upon any property of the Issuer or situated
within its corporate territorial limits, but shall constitute a
lien only on the proceeds to be derived from the sale of the
Bonds or the sale of bond anticipation notes issued to extend and
renew the indebtedness evidenced by the Notes and, if necessary,
-34-
the Pledged Funds. This note shall not constitute a general
obligation of the Issuer, and the holder hereof shall never have
the right to require or compel the exercise of the power of the
Issuer to levy ad valorem taxes for the .payment of the principal
of and interest on this note.
It is hereby certified, recited and declared that all
acts, conditions and things required to exist, to happen and to
be performed precedent to and in connection with the issuance of
this note, exist, have happened and have been performed in regu-
lar and due form and time as required by the laws and Constitu-
tion of the State of Florida applicable hereto, and that the
issuance of the Notes does not violate any constitutional or
statutory limitations or provisions.
This note and the coupons appertaining hereto are and
shall have all of the qualities and incidents of negotiable
instruments under the law merchant and the laws of the State of
Florida.
This note may be registered as to principal only or as
to both principal and interest in accordance with the provisions
endorsed hereon.
The Notes were validated by Judgment of the Circuit
Court of the Fifth Judicial Circuit, in and for Lake County,
Florida, rendered on , 19_
IN WITNESS WHEREOF, the City of Clermont, Florida, has
issued this note and has caused the same to be signed by its
Mayor and attested and countersigned by its City Clerk, either
manually or with their respective facsimile signatures, and its
corporate seal or a facsimile thereof to be affixed, impressed,
imprinted or engraved hereon, and the interest coupons hereto
-35-
~ .
attached to be executed with the facsimile signatures of such
officers, all as of the day of 19_
CITY OF CLERMONT, FLORIDA
(SEAL)
By
Mayor
ATTESTED AND COUNTERSIGNED:
City Clerk
(FORM OF COUPON)
No. $
On the first day of , 19_, unless the
note to which this coupon is attached is callable and shall have
been previously duly called for prior redemption and payment
thereof duly made-flr provided for, the City of Clermont, Florida,
will pay to the bearer at ,
from the special funds
described in the note 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 1984 Water and Sewer Revenue Bond
Anticipation Note, dated , No.
CITY OF CLERMONT, FLORIDA
(SEAL)
Mayor
ATTESTED AND COUNTERSIGNED:
City Clerk
By.
-36-
i • •
Provisions for Registration
This note may be registered as to principal only in the
name of the holder on the books to be kept for such purpose by
the Registrar, such registration being noted hereon by said
Registrar in the registration blank below, after which no
transfer shall be valid unless made on said books by the
registered holder or his attorney duly authorized and similarly
noted by the Registrar in the registration 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 note
as to principal shall not restrain the negotiability of the
coupons by delivery merely, but the coupons may be surrendered
and the interest made payable only to the registered holder, in
which event the Registrar shall note in the registration blank
below that this note is registered as to interest as well as to
principal, and thereafter the interest will be remitted by mail
to the registered holder. With the consent of the holder and of
the Issuer, this note, when converted into a note registered as to
both principal and interest, may be reconverted into a coupon
note and again converted into a note registered as to both prin-
cipal and interest as hereinabove provided. Upon reconversion of
this note, when registered as to both principal and interest,
into a coupon note, coupons representing the interest to accrue
upon this note to date of maturity shall be attached hereto by
the Registrar and the Registrar shall note in the registration
blank below whether this note is registered as to principal only
or payable to bearer.
Date of
Re istration In Whose Name
Re istered Manner of
Re istration Signature of
Re istrar
-37-
! ~
(FORM OF REGISTERED NOTES)
[Front of Note]
REGISTERED REGISTERED
No. $
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF LAKE
CITY OF CLERMONT
1984 WATER AND SEWER REVENUE BOND ANTICIPATION NOTE
SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
INTEREST RATE:
REGISTERED HOLDER:
MATURITY DATE: NOTE DATE: CUSIP:
19~ 19~
PRINCIPAL AMOUNT: _ DOLLARS
FOR VALUE RECEIVED, the City of Clermont, a municipality
created and existing under and by virtue of the laws of the State
of Florida (the "Issuer"), hereby promises to pay, solely from
the special funds hereinafter described, to the Registered Holder
identified above, or registered assigns as hereinafter provided,
on the Maturity Date identified above, the Principal Amount iden-
tified above and to pay interest (computed on the basis of a
360-day year of twelve 30-day months) on such Principal Amount
from the Note Date identified above or from the most recent
interest payment date to which interest has been paid at the
Interest Rate per annum identified above on 1st and
1st of each year commencing 19
until such Principal Amount shall have been paid, except as the
provisions hereinafter set forth with respect to redemption prior
to maturity may be or become applicable hereto.
Such Principal Amount and interest and the premium (if
any) on this note are payable in any coin or currency of the
United States of America which, on the respective dates of
payment thereof, shall be legal tender for the payment of public
and private debts, at the office of the Registrar hereinafter
identified, located in Payment
of each installment of interest shall be made to the person in
-38-
,. ~ 1
whose name this note shall be registered on the registration
books of the Issuer maintained by the Registrar at the close of
business on the date which shall be the 15th day (whether or not
a business day) of the calendar month next preceding such
interest payment date and shall be paid by a check of the
Registrar mailed to such registered owner at the address
appearing on such registration books or at such other address as
may be furnished in writing by such registered owner to the
Registrar.
Reference is hereby made to further provisions of this
note set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if fully set forth
in this place.
The Notes of the issue of which this note is one were
validated by judgment of the Circuit Court of the Fifth Judicial
Circuit, in and for Lake County, Florida, rendered on
19_.
This note shall not be valid unless the certificate of
authentication hereon shall have been signed by the Registrar.
IN WITNESS WHEREOF, the City of Clermont, Florida, has
issued this note and has caused the same to be signed by its
Mayor and attested and countersigned by its City Clerk, either
manually or with their facsimile signatures, and its corporate
seal or a facsimilae thereof to be affixed, impressed, imprinted
or engraved hereon, all as of
CITY OF CLERMONT, FLORIDA
(SEAL)
ATTESTED AND COUNTERSIGNED:
City Clerk
By
Mayor
-39-
• •
Registration Date:
CERTIFICATE OF AUTHENTICATION
This note is one of the Notes of the issue herein
described and issued pursuant to the within mentioned Resolution.
Registry
By
Authorized Signator
[Back of Note]
This note is one of an authorized issue of Notes in the
aggregate principal amount of $885,900 (the "Notes") of like
date, tenor and effect, except as to number and denomination,
issued pursuant to the Constitution and laws of the State of
__ Florida, particularly Part III, Chapter 166, Florida Statutes, as
~-amended, and a resolution duly adopted by the Issuer on
1984 (the "Resolution"), in anticipation of the
receipt by the Issuer of the proceeds from the sale of not
exceeding $885,90,0 principal amount of Water and Sewer Revenue
Bonds, Series 1984-, of the Issuer (the "Bonds"), and is subject
to all of the terms and conditions of the Resolution.
This note and the interest due hereon are payable solely
from and secured by a prior lien upon and a pledge of the pro-
ceeds to be derived from the sale of the Bonds hereinafter
described or the sale of bond anticipation notes issued to extend
and renew the indebtedness evidenced by said Notes and, if
necessary, from and secured by a lien upon and a pledge of the
following Pledged Funds: the net revenues to be derived from the
operation of the Issuer's combined municipal water and sewer
system (the "Facilities") and certain municipal Excise Taxes
(defined in the Resolution), all in the manner provided in the
Resolution. It is expressly agreed by the holder of this note
that the full faith and credit of the Issuer are not pledged to
the payment of the principal of and interest on this note and
that such holder shall never have the right to require or compel
the exercise of the ad valorem taxing power of the Issuer to the
payment of such principal and interest or the cost of main-
taining, repairing and operating the Facilities. This note and
the obligation evidenced hereby shall not constitute a lien upon
the Facilities or any part thereof or upon any other property of
the Issuer or situated within its corporate territorial limits,
but shall constitute a lien only on the proceeds to be derived
-40-
., • •
from the sale of the Bonds or the sale of bond anticipation notes
issued to extend and renew the indebtedness evidenced by the
Notes and, if necessary, the Pledged Funds.
The lien in favor of the holder of this note on the
revenues of the Facilities and the Excise Taxes is junior,
subordinate and inferior in every respect to the lien thereon in
favor of the holders of the Issuer's outstanding Water and Sewer
Revenue Bonds dated November 1, 1970, Water and Sewer Revenue
Refunding Bonds, Series 1972, dated November 1, 1972, Water and
Sewer Revenue Bonds, Series 1975, dated January 25, 1977, Water
and Sewer Revenue Bonds, Series 1980, dated September 21, 1982
and Water and Sewer Revenue Bonds, Series 1982, dated December 2,
1983.
[Insert redemption provisions.]
This note is transferable upon the registration books of
the City Clerk, [or: , ,
,) as registrar, or such other registrar as
the Issuer shall hereafter duly appoint (the "Registrar"), but
only in the manner, subject to the limitations and upon payment
of the charges provided in the Resolution, and upon surrender of
this note to the Registrar, with the form of Assignment hereon or
other written instrument or instruments of transfer in form and
with guaranty of signature satisfactory to the Registrar, duly
executed by the registered owner hereof, or by his attorney duly
authorized in writing, and containing the information identifying
the assignee requested hereon. In all cases of the transfer of
this note, the Registrar shall enter the transfer of ownership in
such registration books and shall .deliver in the name of the
assignee or assignees a new note or notes of authorized denomina-
tion or denominations and of the same maturity, interest rate and
aggregate principal amount, at the earliest practicable time.
Prior to every such transfer the Registrar shall be entitled to
receive from the owner of this note a sum sufficient only to
reimburse it for any tax, fee or other governmental charge
required to be paid with respect to such transfer.
It is hereby certified and recited that all acts, con-
ditions and things required to exist, to happen and to be per-
formed precedent to and in the issuance of this note, exist, have
happened and have been performed, in regular and due form and
time as required by the laws and Constitution of the State of
Florida applicable hereto, and that the issuance of the Notes does
not violate any constitutional, statutory or charter limitations
or provisions.
-41-
~. ~. •
This note is and has all the qualities and incidents of
a negotiable instrument under the law merchant and the laws of
the State of Florida.
LEGAL OPINION
[Insert appropriate approving opinion of bond counsel.)
The above is a true copy of the opinion rendered by
Foley, Lardner & Slade in connection with the issuance of, and
dated as of the original delivery of, the Notes of the issue of
which this note is one. An executed copy of that opinion is on
file in my office.
City Clerk
The following abbreviations, when used in the inscrip-
-tion on the face of the within note, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM -- as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT -
(Gust)
Custodian
(Minor)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used though not in list above.
-42-
i
•
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns
and transfers unto
PLEASE INSERT SOCIAL SECURITY OR TAXPAYER
IDENTIFICATION NUMBER OF TRANSFEREE
(Please print or typewrite name and address,
including zip code of Transferee)
the within note and all rights thereunder, and hereby irrevocably
constitutes and appoints
to transfer the within note on the books kept for registration
thereof, with full power of substitution in the premises.
Dated;
Signature Guaranteed:
NOTICE: Signature-(s) must be
guaranteed by a member firm
of the New York Stock Exchange
or a commercial bank or trust
company.
Registered Owner
(NOTE: The signature above must
correspond with the name of the
Registered Owner as it appears
upon the front of this note in
every particular, without
alteration or enlargement or
any change whatsoever.)
4.03 Additional Covenants of the Issuer. For so long
as the principal of and interest on the Notes shall be
outstanding and unpaid or until there shall have been irrevocably
set apart in the Notes Payment Account a sum sufficient to pay,
when due, the principal of the Notes and interest accrued and to
accrue thereon, the Issuer covenants with the holders of the
Notes as follows:
(A) Notes Payment Account. The Issuer hereby covenants
that it shall establish with an Authorized Depository an account
to be designated as the "Clermont 1984 Water and Sewer Revenue
Bond Anticipation Notes Payment Account," into which there shall
be deposited from the proceeds of the sale of the Notes a sum
which, together with the earnings to be derived from the invest-
-43-
,' `.
• •
went thereof, shall be sufficient to pay interest on the Notes as
the same shall become due and payable, and into which there shall
be deposited from the proceeds of the sale of the Bonds or of a
subsequent issue of bond anticipation notes the sum required to
pay the principal of the Notes on the maturity date thereof.
Moneys on deposit to the credit of the Notes Payment Account
shall be applied only to the payment of the principal of and
interest on the Notes and, until such moneys shall have been
applied to such purpose, there shall be a lien upon all Notes
Payment Account moneys in favor of the holders of the Notes.
Any funds remaining on deposit to the credit of the
Notes Payment Account after the principal of and interest on the
Notes shall have been paid in full shall be deposited in the
Construction Account or, if the Project shall have been completed
and the Construction Account closed, in the Sinking Fund,
whereupon the Notes Payment Account shall be closed.
(B) Sale of Bonds or Refunding Notes. The Issuer shall
in good faith endeavor to sell a sufficient principal amount of
the Bonds or of additional bond anticipation notes in order to
have funds available to pay the Notes on the maturity date
thereof .
(C> Supplemental Instruments. The Issuer shall, from
time to time and at any time, adopt such resolutions and/or ordi-
nances not inconsistent with the provisions of this Instrument as
shall be necessary-or desirable to cure any ambiguity, defect or
omission herein and/or secure, extend or renew to the holders of
the Notes the pledges and covenants made herein for the payment
of the Notes and the interest to accrue thereon.
(D) No Additional Obligations. The Issuer covenants
and agrees that while the Notes shall remain outstanding, the
Issuer will not issue any additional obligations or incur any
additional indebtedness payable from the Pledged Funds, except
the Bonds or other obligations refunding the Notes.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.01 Defeasance. If, at any time, the Issuer shall
have paid, or shall have made provision for payment of, the prin-
cipal, interest and redemption premiums, if any, with respect to
any Notes or Bonds, then, and in that event, the pledge of and
lien on the Pledged Funds in favor of the Holders of such Notes
or Bonds shall be no longer in effect. For purposes of the pre-
ceding sentence, deposit by the Issuer of cash and/or Federal
Securities, or bank certificates of deposit fully secured as to
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`~'' principal and interest by Federal Securities for 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 Holders, in an aggre-
gate principal amount which, together with interest to accrue
thereon, will be sufficient to make timely payment of the prin-
cipal of and redemption premiums, if any, and interest accrued on
and which shall thereafter accrue on such Notes or Bonds in
accordance with their terms, the Registrar's and paying agents'
fees and expenses with respect thereto and any other expenses
occasioned by escrow arrangements or provision for redemption,
shall be considered "provision for payment." Nothing herein
shall be deemed to require the Issuer to call any outstanding
Notes or 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, except that if any Notes or
Bonds shall be held by the Government such Notes or Bonds shall
be called for redemption as a whole within a period not exceeding
six months from the date of such deposit unless the Government
shall agree otherwise in writing. Government held obligations
will not be defeased.
5.02 Modification or Amendment. No material modifica-
tion or amendment of this Instrument may be made without the con-
sent in writing of the Holders of two-thirds or more in principal
amount of any Bonds or Notes then outstanding; provided, however,
that no modification or amendment shall permit a change in the
maturity of such Bonds or Notes or a reduction in the rate of
interest thereon,~'or in the amount of the principal obligation,
or affect the Issuer's unconditional covenants herein with
respect to the maintenance and collection of sufficient Rates and
with respect to the levy and collection of the Excise Taxes and
to the application of the same as herein provided, or reduce the
number of such Bonds or Notes the written consent of the Holders
of which are required by this section for such modification or
amendment, without the consent of the Holders.
5.03 Sale of Notes and Bonds. The Notes and the Bonds
shall be sold pursuant to applicable law in such manner and upon
such terms as the Issuer shall provide by resolution adopted at
any time prior to the respective dates of delivery thereof to the
respective original purchasers thereof. Anything herein to the
contrary notwithstanding, the Issuer may elect not to issue the
Notes and is hereby authorized to issue the Bonds initially and
deposit the proceeds thereof to the Construction Account for
application in payment of items of the Cost of the Project.
5.04 Severability of Invalid Provisions. If any one or
more of the covenants, agreements or provisions of this
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Instrument or of the Bonds should be held contrary to any express
provision of law or contrary to the policy of express law, though
not expressly prohibited, or against public policy, or shall for
any reason whatsoever be held invalid, then such covenants,
agreements or provisions shall be null and void and shall be
deemed separate from the remaining covenants, agreements or pro-
visions of this Instrument and of the Bonds.
5.05 Validation Authorized. Leonard H. Baird, Jr.,
City Attorney, is hereby authorized and directed to institute
approprite proceedings in the Circuit Court for Lake County,
Florida, for the validation of the Bonds and the proper officers
of the Issuer are hereby authorized to verify on behalf of the
Issuer any pleadings in such proceedings.
5.06 Table of Contents and Headings not Part Hereof.
The table of contents preceding the body of this Instrument and
the headings preceding the several Articles and Sections hereof
shall be solely for convenience of reference and shall not
constitute a part of this Instrument or affect its meaning,
construction or effect.
5.07 Conflicts Repealed. All resolutions or parts of
resolutions in conflict herewith are hereby repealed.
5.08 Effective Date. This Instrument shall take effect
immediately upon its passage.
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Instrument or of the Bonds should be held contrary to any express
provision of law or contrary to the policy of express law, though
not expressly prohibited, or against public policy, or shall for
any reason whatsoever be held invalid, then such covenants,
agreements or provisions shall be null and void and shall be
deemed separate from the remaining covenants, agreements or pro-
visions of this Instrument and of the Bonds.
5.05 Validation Authorized. Leonard H. Baird, Jr.,
City Attorney, is hereby authorized and directed to institute
approprite proceedings in the Circuit Court for Lake County,
Florida, for the validation of the Bonds and the proper officers
of the Issuer are hereby authorized to verify on behalf of the
Issuer any pleadings in such proceedings.
5.06 Table of Contents and Headings not Part Hereof.
The table of contents preceding the body of this Instrument and
the headings preceding the several Articles and Sections hereof
shall be solely for convenience of reference and shall not
constitute a part of this Instrument or affect its meaning,
construction or effect.
5.07 Conflicts Repealed. All resolutions or parts of
resolutions in conflict herewith are hereby repealed.
5.08 Effective Date. This Instrument shall take effect
immediately upon its passage.
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Resolution No. 475
City of Clermont
DONE AND RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLERMONT
THIS 14th
DAY OF August , 1984.
CITY OF CLERMONT
~,
CHARLES B. BEALS, MAYOR
ATTEST:
WA N SAUNDERS, CITY CLERK
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