R-82-394
a
RESOLUTION NO. 394
RESOLUTION PROVIDING FOR THE ACQUISITION,
CONSTRUCTION AND ERECTION OF EXTENSIONS A21D
IMPROVEMENTS TO THE MUNICIPAL WATER AND SEWER
FACILITIES OF THE CITY OF CLERMONT, FLORIDA;
AUTHORIZING ISSUANCE BY THE CITY OF NOT
EXCEEDING $700,000 PRINCIPAL AMOUidT OF WATER
AND SEWER REVENUE BOt1DS, SERIES 1982, TO
FINANCE A PART OF THE COST THEREOF; PLEDGING
THE NET REVENUES OF SAID FACILITIES AND
CERTAIN MUNICIPAL EXCISE TAXES TO SECURE
PAYMENT OF THE PRINCIPAL OF APdD INTEREST ON
THE BONDS; PROVIDING FOR THE RIGHTS OF THE
HOLDERS OF THE BONDS; AND AUTHORIZING ISSUANCE
BY THE CITY OF NOT EXCEEDING $700,000
PRINCIPAL AMOUiJT OF 1982 WATER AND SEWER
REVENUE BOND ANTICIPATIONd NOTES IN
ANTICIPATION OF THE ISSUANCE OF SAID BONDS,
PROVIDING FOR THE PAYMENT OF SAID NOTES At1D
ENTERING INTO CERTAIPI COVENANTS AP1D AGREEMENTS
WITH THE HOLDERS THEREOF.
TABLE OF CONTENTS
ARTICLE I
GENERAL
Section 1.01 Definitions .................................... 1
Section 1.02 Authority for this Instrument .................. 4
Section 1.03 Findings ....................................... 4
Section 1.04 Project Authorized ............................. 6
ARTICLE II
AUTHORIZATION, TERMS, EXECUTI-0N
AND REGISTRATION
Section 2.01 Authorization of Bonds ......................... 6
Section 2.02 Description of Bonds ........................... 6
Section 2.03 Places of Payment .............................. 6
Section 2.04 Provisions for Redemption ...................... 7
Section 2.05 Execution of Bonds and Notes ................... 8
Section 2.06 Negotiability, Registration and Exchange....... 8
Section 2.07 Bonds Mutilated, Destroyed, Stolen or Lost..... 10
Section 2.08 Form of Bonds .................................. 10
ARTICLE III
COVENANTS, SPECIAL FUNDS
AND APPLICATION THEREOF
Section 3.01 Bonds and Notes Not to Be General Indebtedness
of Issuer ......................................24
Section 3.02 Security for Bonds and Notes..... . ..............24
Section 3.03 Application of Note Proceeds ...................25
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Table of Contents, Continued
Section 3.04 Cov
(A)
(B)
(C)
(D)
(E)
enants of the Issuer ........................26
Application of Provisions of Original
Instrument ................................26
Increased Deposits to Reserve Account.....27
Maintenance of System .....................27
Compliance with Laws and Regulations......27
Creation of Superior Liens ................28
ARTICLE IV
AUTHORIZATION OF NOTES
Section 4.01 Authorization of Notes .........................28
Section 4.02 Description of Notes ...........................28
Section 4.03 Additional Covenants of the Issuer .............32
(A) Notes Payment Account .....................32
(B) Sale of Bonds or Refunding Notes..........33
(C) Supplemental Instruments ..................33
(D) No Additional Obligations .................33
ARTICLE V
MISCELLAPdEOUS PROVISIONS
Section 5.01 Defeasance ..................................... 33
Section 5.02 Modification or Amendment ...................... 34
Section 5.03 Sale of Notes and Bonds ........................ 34
Section 5.04 Severability of Invalid Provisions ............. 34
Section 5.05 Validation Authorized .......................... 35
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Section 5.06 Table of Contents and Headings not Part
Hereof .........................................35
Section 5.07 Conflicts Repealed .............................35
Section 5.08 Effective Date .................................35
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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:
"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.
"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 or
accounts 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, 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.
"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.
"Facilities" shall mean the complete water and sewer
system now owned, operated and maintained by the Issuer, together
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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 District 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 and Light
Company, 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
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 bearer or owner of any
outstanding Bond or Bonds or Note or Notes, registered as to
principal and interest, registered to bearer or not registered,
or the payee of a single fully-registered Bond or such payee's
assignee.
"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.
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Expenses.
"Net Revenues" shall mean Gross Revenues less Operating
"PJotes"
authorized to be
Instrument.
shall mean the obligations of the Issuer
issued pursuant to Section 4.01 of this
"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 indebteness evidenced by the Notes, a portion of the proceeds
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.
"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, 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 and Water and Sewer Revenue Bonds, Series 1980, authorized
to be issued pursuant to Resolution No. 351 duly adopted by the
Issuer on July 22, 1980.
"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.
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"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
duly enacted by the Issuer on November 14, 1978 pursuant to
Section 166.231, Florida Statutes, formerly Section 167.431,
Florida Statutes.
"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.
"Reserve Account" shall mean the account created pur-
suant to the provisions of Section 3.04(C)(3) of the Original
Instrument.
"Revenue Fund" shall mean the account created pursuant
to the provisions of Section 3.04(B) of the Original Instrument.
"Sinking Fund" shall mean the account created pursuant
to Section 3.04(C) of the Original Instrument, into which moneys
shall be transferred from the Revenue Fund for the payment of the
principal of and interest on the Bonds.
1.02 Authority for this Instrument. This Instrument is
adopted pursuant to the provisions of Part II, Chapter 166,
Florida Statutes (1981), 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 $1,200,000, which shall be financed ulti-
mately with the proceeds of the sale of the Bonds and which shall
be finanaced initially with the proceeds of the sale of the
Notes. The balance of such Cost shall be paid from a federal
grant in the amount of $500,000.
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(C) The revenues to be derived annually from the Rates
and 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 forty-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 have 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 pursuant to written consent of the
Government, owner and holder of all of the Parity Obligations,
and its waiver of the provisions of Section 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 Farity Obligations.
(E) This Instrument is declared to be and shall consti-
tute a contract between the Issuer and the Holders; and the
covenants 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 of any and all of the Bonds and
the Notes, all of which shall be of equal rank and without pref-
erence, priority or distinction of any of the Bonds or the Notes
over any other, except as hereinafter provided.
(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 prin-
cipal of or interest on the Bonds or the Notes or to pay
Operating Expenses. Neither the Bonds nor the Plotes 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 constuction 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.
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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 Issuer and
its residents and inhabitants that the Notes be issued pursuant
to this Instrument in anticipation of the receipt by the Issuer
of the proceeds 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 form of the single bond instrument
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.
ARTICLE II
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 1982," are
hereby authorized to be issued in an aggregate principal amount
not exceeding Seven Hundred Thousand Dollars ($700,000) for the
purpose of providing funds to pay the principal of the Notes on
the maturity date thereof and thereby provide the long-term
financing of a part of the Cost of the Project, or for the pur-
pose 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, 1982 and annually thereafter on September 1 of each
year; and shall be issued as a single fully-registered Bond
payable in installments in such amounts and on September 1 of
such years, not exceeding 40 years from its date, or as coupon
Bonds registrable as to both principal and interest, numbered
consecutively from one upward in order of maturity, in the deno-
mination of $1,000 each and maturing on September 1 in such
years, not exceeding 40 years from their date, and amounts as the
Issuer shall hereafter by resolution provide.
2.03 Places of Payment. The Bonds and the Notes shall
be payable as to both principal and interest at such place or
places as the Issuer shall hereafter by resolution designate, in
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lawful money of the United States of America; provided, however,
that Bonds held by the Government shall be payable at "Finance
Office, U.S. Department of Agriculture, Farmers Home
Administration, 1520 Market Street, St. Louis, Missouri 63103,"
or at such other places as the Government shall from time to time
in writing designate to the Issuer. The Bonds shall bear
interest from the date of issue, and in the case of coupon Bonds
in accordance with and upon surrender of the appurtenant interest
coupons as they severally mature, unless registered.
2.04 Provisions for Redemption. In this section the
word "Bonds" shall be deemed to include the respective
installments of principal of the fully-registered single Bond
corresponding to the serially maturing coupon Bonds.
Bonds maturing on or before September 1, 1991 are not
subject to redemption prior to their respective stated dates of
maturity. Bonds maturing September 1, 1992 and thereafter shall
be redeemable, at the option of the Issuer, in whole or in part,
in inverse numerical and maturity order, on September 1, 1991 or
on any interest payment date thereafter at par and accrued
interest, plus the following premiums, expressed as percentages
of the par value of the Bonds so redeemed, if redeemed in the
following years:
5$, if redeemed on September 1, 1991 or thereafter,
to and including September 1, 1993;
4$, if redeemed on September 1, 1994 or thereafter,
to and including September 1, 1998;
3$, if redeemed on September 1, 1999 or thereafter,
to and including September 1, 2002;
2~, if redeemed on September 1, 2003 or thereafter,
to and including September 1, 2006;
1$, if redeemed on September 1, 2007 or thereafter,
to and including September 1, 2010;
Without premium, if redeemed on September 1, 2011 or
thereafter, but prior to maturity;
provided, however, that at least thirty (30) days prior to the
redemption date written notice of such redemption shall be given
to the paying agents for the Bonds and to each of the registered
owners at their respective addresses as they appear upon the
registration books of the Clerk and shall be published at least
once in a financial newspaper published in the City of New York,
New York. 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.
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If the Bonds shall be issued on September 1, 1982 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, 1982 and all other
dates in this Instrument shall be deferred correspondingly.
2.05 Execution of Bonds and Notes. The Bonds and the
tJotes 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, provided that the signature of at least one of such offi-
cers shall be manually executed thereon. 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 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
either the Bonds or the Notes 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.
2.06 Negotiability, Registration and Exchange. The
Bonds and the Notes shall be and shall have all the qualities and
incidents of negotiable instruments under the law merchant and
the Laws of the State of Florida, and each successive Holder, in
accepting any of the Bonds or the tdotes shall be conclusively
deemed to have agreed that the same shall be and have all of said
qualities and incidents of negotiable instruments.
The coupon Bonds may be registered, at the option of
the Holder, as to both principal and interest upon the books kept
for the registration and transfer of Bonds by the Clerk, as Bond
Registrar, and endorsed upon the Bonds by the Bond Registrar in
the space provided thereon. After such registration, no transfer
of the Bonds shall be valid unless made at the office of the Bond
Registrar by the registered owner or by his duly authorized agent
or representative and similarly noted on the Bonds, but at the
expense of the Holder the Bonds may be discharged from registra-
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tion by being in like manner transferred to bearer, and thereupon
transferability by delivery shall be restored. At the option and
expense of the Holder, the Bonds may thereafter again from time
to time be registered or transferred to bearer as before. The
Bond Registrar shall not be required to make any such registra-
tion or transfer of Bonds during fifteen (15) days next preceding
an interest payment date on the Bonds, or in the case of any pro-
posed redemption of Bonds, after such Bonds have been selected
for redemption. The person in whose name any Bond shall be
registered shall be deemed and regarded as the absolute owner
thereof for all purposes, and payment of or on account of the
principal of any Bond and the interest on any Bond shall be made
only to or upon the order of the registered owner thereof or his
legal representative. All such payments shall be valid and
effectual to satisfy and discharge the liability upon such Bond
including the interest thereon to the extent of the sum or sums
so paid.
If issued as registrable, the Notes may be registered at
the option of the Holder as to principal only or as to both prin-
cipal and interest at the office of the Clerk, as Registrar, or
such other Registrar as may be hereafter duly appointed, such
registration to be noted on the back of the dotes in the space
provided therefor. After such registration as to principal only
or as to both principal and interest, no transfer of the 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 the Notes may be discharged from registration by being
in like manner transferred to bearer and thereupon trans-
ferability by delivery shall be restored. At tl~e option of the
Holder, the 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 fully-
registered Bond may be exchanged by the Holder at any time, not
more than ninety days after surrender of such Bond to the Bond
Registrar, for an equal aggregate principal amount of coupon
Bonds maturing in the years and amounts corresponding to the
years and amounts of the unpaid installments of principal of the
single fully-registered Bond and in the form prescribed for
coupon Bonds in Section 2.08 of this Instrument; and if all of
the coupon 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 Bond Registrar, for a single
fully-registered Bond in principal amount equal to the aggregate
principal amount of such coupon Bonds surrendered, maturing in
installments in the years and amounts corresponding to the years
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and amounts of the maturities of such coupon Bonds so surrendered
and in the form prescribed for the single Bond in Section 2.08 of
this Instrument.
2.07 Bonds and Notes Mutilated, Destroyed, Stolen or
Lost. In case any Bond or Note shall become 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 substi-
tution for such mutilated Bond or Note, upon surrender and can-
cellation 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. All Bonds or Notes so surrendered shall be
cancelled by the Clerk. 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, and if such Bond or Note be lost, stolen or
destroyed, without surrender thereof.
Any such duplicate Bonds or Notes issued pursuant to this
section shall constitute original, additional contractual obliga-
tions 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 pro-
portionate 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 Form 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
and approved by the Mayor or the Clerk prior to the issuance
thereof (which necessity and/or desirability and approval shall
be presumed by such officer's execution of the Bonds and the
Issuer's delivery of the Bonds to the Government or other
purchaser thereof}:
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(FORM OF COUPON BOND)
No.
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF LAKE
CITY OF CLERMONT
WATER AND SEWER REVENUE BOND, SERIES 1982
$1,000
KNOW ALL MEN BY THESE PRESENTS, that the City of
Clermont, a municipal corporation created and existing under and
by virtue of the Laws of the State of Florida (the "Issuer"), for
value received, hereby promises to pay to the bearer, or if this
Bond be registered to the registered holder as herein provided,
on the first day of September, 19 solely from the special
funds hereinafter mentioned, the principal sum of
ONE THOUSAND DOLLARS
and to pay interest thereon, from the date of the delivery of
this Bond to the purchaser hereof, solely from said special
funds, at the rate of per centum ( ~) per annum,
payable on September 1, 1982 and annually thereafter on the first
day of September of each year upon the presentation and surrender
of the annexed coupons as they severally fall due, unless
registered. Both principal of and interest on this Bond are
payable at ,
in lawful money of the United States of America.
This Bond is one of an authorized issue of Bonds in the
aggregate principal amount of $700,000 of like date, tenor and
effect, except as to number 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, par-
ticularly Part II, Chapter 166, Florida Statutes (1981), and a
resolution duly adopted by the Issuer on May 27, 1975, as supple-
mented by a resolution duly adopted by the Issuer on July 22,
1980, and particularly as supplemented by a resolution duly
adopted by the Issuer on 1982, as further supple-
mented (collectively, the "Resolution"), 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 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
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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
revenues to be derived from the operation of the Facilities and
the Excise Taxes.
The Bonds of this issue are payable on a parity, equally
and ratably, from such revenues and Excise Taxes with the
Issuer's outstanding Water and Sewer Revenue Bonds, Series 1975,
dated January 25, 1977 and Water and Sewer Revenue Bonds, Series
1980, authorized to be issued pursuant to said resolution adopted
by the Issuer on July 22, 1980 (jointly, 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 eater 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 of the issue of which this
Bond is one that it will not hereafter issue any additional obli-
gations payable from the revenues of the Facilities and the
Excise Taxes 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 of this issue 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 suf-
-12-
• •
ficient to pay, and out of such funds pay, as the same shall
become due, the principal of and interest on the parity obliga-
tions, 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 pur-
poses.
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
then outstanding to the Clerk hereinafter mentioned, as Bond
Registrar, for a single fully-registered Bond in the denomination
equal to the aggregate principal amount of this Bond plus all of
the Bonds then outstanding and in the form of such single Bond as
provided for in the Resolution.
The Bonds of this issue maturing on or before September
1, 1991 are not subject to redemption prior to their respective
stated dates of maturity. Bonds maturing September 1, 1992 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, 1991 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, 1991 or thereafter,
to and including September 1, 1993;
4$, if redeemed on September 1, 1994 or thereafter,
to and including September 1, 1998;
3~, if redeemed on September 1, 1999 or thereafter,
to and including September 1, 2002;
2$, if redeemed on September 1, 2003 or thereafter,
to and including September 1, 2006;
1$, if redeemed on September 1, 2007 or thereafter,
to and including September 1, 2010;
With out premium, if redeemed on September 1, 2011 or
ther eafter, but prior to maturit y;
provided, however, that notice of such redemption 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-
-13-
A y
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 thereto, and that the issuance of this Bond,
and of the issue of Bonds of which this Bond is one, does not
violate any constitutional, statutory or charter limitations or
provisions.
This Bond and the coupons appertaining hereto are and
have all the qualities and incidents of negotiable instruments
under the law merchant and the Laws of the State of Florida.
This Bond may be registered as to both principal and
interest in accordance with the provisions endorsed hereon.
This Bond and 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 ,
1982.
This Bond is issued in compliance with the provisions of
Section 218.385, Florida Statutes (1981).
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 Clerk, either
manually or with their facsimile signatures, and its corporate
seal or a facsimile thereof to be affixed, impressed, imprinted
or engraved hereon, and the interest coupons hereto attached to
be executed with the facsimile signatures of such officers, all
as of
CITY OF CLERMOPIT, FLORIDA
B y ~.,.~_w,
Ma r
(SEAL)
ATTESTED AND COUNTERSIGNED:
City Clerk
-14-
(FORM OF COUPON)
No. S
On the 1st day of September, 19 unless the Bond to
which this coupon is attached is callable and shall have been
previously duly called for prior redemption and payment thereof
duly made or provided for, the City of Clermont, Florida, will
pay to bearer at Florida, from the special funds
described in the Bond to which this coupon is attached, the
amount shown hereon in lawful money of the United States of
America, upon presentation and surrender of this coupon, being
one year's interest then due on its 4Jater and Sewer Revenue Bond,
Series 1982, dated 19 No.
CITY OF CLERMONT, FLORIDA
=' i
By
M or
(SEAL)
AT ESTED AND COUNTERSIGNED:
Ci y Clerk
(PROVISIONS FOR REGISTRATION ON COUPON BONDS)
PROVISIONS FOR REGISTRATION
This Bond may be registered as to both principal and
interest on books kept for such purpose by said Clerk, as Bond
Registrar, such registration being noted hereon by the Bond
Registrar in the registration blank below, the coupons being
surrendered and the interest being payable only to the registered
holder, remitted by mail, after which registration no transfer
shall be valid unless made by the registered holder or his legal
representative and similarly noted by the Bond Registrar on said
books and 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, or it may again
be registered as before. Upon reconversion of this Bond into a
coupon Bond, coupons representing the interest to accrue upon
this Bond to date of maturity shall be attached hereto.
-15-
Date of
Re4istration
Name and Address of
Registered Owner
Signature of
Bond Registrar
(FORM OF SINGLE BOND)
$700,000 $700,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF LAKE
CITY OF CLERMONT
WATER AND SEWER REVENUE BOND, SERIES 1982
KNOW ALL MEN BY THESE PRESENTS, that the City of
Clermont, a municipal corporation created and existing under and
by virtue of the Laws of the State of Florida (the "Issuer"), for
value received, hereby promises to pay to the order of
solely from the special
funds hereinafter mentioned, the principal sum of Seven Hundred
Thousand Dollars ($700,000) on the first day of September in the
years and installments as follows:
Principal Principal
Year
Year
and to pay, solely from said special funds, interest on the
-16-
N ~
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, 9~ 82 and annually thereafter on the first
day of September of each year. Both principal of and interest on
this Bond are payable at ,
in lawful money of the United States of
America. Payments of principal and interest, including pre-
payments 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.
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 II, Chapter 166, Florida
Statutes (1981), 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 particularly as supplemented by a
resolution duly adopted by the Issuer on 19 as
further supplemented (collectively, the "Resolution"), 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 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
revenues 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 revenues and Excise Taxes with the Issuer's outstanding
Water and Sewer Revenue Bonds, Series 1975, dated January 25,
1977 and Water and Sewer Revenue Bonds, Series 1980, authorized
to be issued pursuant to said resolution adopted by the Issuer on
July 22, 1980 (jointly, the "parity obligations").
-17-
w
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 and the Excise Taxes
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 out of such funds pay, as the same shall
become due, the principal of and interest on the parity obliga-
tions, 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 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 obliga-
tions 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 pro-
vide 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 Clerk
hereinafter mentioned, as Bond Registrar, for an equal aggregate
principal amount of coupon Bonds, payable to bearer, registrable
as to both principal and interest, in the denomination of $1,000
each and maturing in the amounts and on September 1 of the years
corresponding to the years and amounts of the unpaid installments
of principal of this Bond, and in the form of such coupon Bonds
as provided for in the Resolution.
The installments of principal payable upon this Bond on
or before September 1, 1991 are not subject to prepayment prior
to their respective dates of payment. The installments of prin-
-18-
cipal payable on this Bond on September 1, 1992 and thereafter
may be prepaid at the option of the Issuer, in whole or in part,
but only in multiples of $1,000, in inverse chronological order
of said installments, on September 1, 1991 or on any interest
payment date thereafter at par and accrued interest, plus the
following premiums, expressed as percentages of the principal
amount of said installments so prepaid, if prepaid in the
following years:
5$, if paid on September 1, 1991 or thereafter,
to and including September 1, 1993;
4$, if paid on September 1, 1995 or thereafter,
to and including September 1, 1998;
3$, if paid on September 1, 1999 or thereafter,
to and including September 1, 2002;
2~, if paid on September 1, 2003 or thereafter,
to and including September 1, 2006;
1~, if paid on September 1, 2007 or thereafter,
to and including September 1, 2010;
With out prem ium, if paid on Septem ber 1, 2011 or
ther eafter, 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 thereto, 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 ttze 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 1982.
This Bond is issued in compliance with the provisions of
Section 218.385, Florida Statutes (1981).
IN WITNESS WHEREOF, the City of Clermont, Florida, has
issued this Bond and has caused the same to be signed by its
-19-
~ h
~dayor and attested and countersigned by its Clerk, and its cor-
porate seal to be impressed hereon, and for identification pur-
poses only has caused such officers to sign in the margin of page
2 hereof, all as of
(SEAL)
ATTESTED AND COUNTERSIGNED:
CITY OF CLERMONT, FLORIDA
Mayor
City Clerk
(FORM OF ASSIGNMENT)
ASSIGNMENT
For valuable consideration, the UNITED STATES OF
AMERICA, acting through the U.S. DEPARTMENT OF AGRICULTURE,
FARMERS HOr1E 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 to the assignor under and by virtue of this Bond.
U.S. DEPARTMENT OF AGRICULTURE,
FARMERS HOME ADMINISTRATION
By
Title:
Witnesses:
-20-
v w
(FORM OF PAYMENT RECORD)
PAYMENT RECORD
Due Date Principal
(Sept. 1) Payment
-21-
Principal Signature of
Balance Interest Date Owner's Authorized
Due Payment Paid Official and Title
A
PRINCIPAL INSTALLMENTS ON WHICH PAYMENTS HAVE
BEEN MADE PRIOR TO DUE DATE
(ALTERNATIVE FORM OF SINGLE BOND)
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 the Bonds shall be purchased by the Government,
the Government will take delivery of the Bonds as a single bond
in the form above provided, with the following modifications:
The first paragraph of the foregoing form of single bond shall be
stricken and the following three paragraphs substituted therefor;
and the schedule which follows such three paragraphs shall be
inserted in such form of single bond immediately preceding the
form of Assignment thereon:
KNOW ALL MEN BY THESE PRESENTS, that the City of
Clermont, a municipal corporation created and existing under and
by virtue of the Laws of the State of Florida (the "Issuer"), for
value received, hereby promises to pay to the order of the UNITED
STATES OF AMERICA, U.S. Department of Agriculture, Farmers Home
Administration, solely from the special funds hereinafter
mentioned, the principal sum of Seven Hundred Thousand Dollars
(5700,000) on the first day of September in the years and
installments as follows:
-22-
Principal Signature of
Principal Due Principal Balance Date Owner's Authorized
Date Amount Prepaid Due Paid Official and Title
Principal Principal
Year Amount Year Amount
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, 1982 and annually thereafter on the first
day of September of each year.
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 paid 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
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 notation shall be
promptly sent to the Issuer. Upon final payment of principal and
interest this Bond shall be surrendered to the Issuer.
-23-
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 coupons attached thereto nor
the PJotes shall be or constitute general obligations or indebted-
ness 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 anticipation notes issued to extend and renew
the indebtedness evidenced by the Notes, as herein provided. No
Holder shall ever have the right to compel the exercise of any ad
valorem taxing power to pay any Bond or coupon or Note or
Operating Expenses, or be entitled to payment of such Bond or
coupon 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
-24-
Y N
Bonds and to the payment into the Sinking Fund at the times pro-
vided of the sums required to secure to the Holders the payment
of the principal of and interest on the Bonds at the respective
maturities of the Bonds and coupons so held by them.
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 such revenues in favor
of the outstanding 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
as shall be necessary to pay interest on the Notes during the
construction of the Project, which 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.
-25-
w +.
When the construction of the Project has been completed
and all construction costs have been paid in full, all funds
remaining in the Construction Account, except grant funds, shall
be deposited 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
Holders of the Bonds and the Notes 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 of 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
-26-
r
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
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 One Thousand Six Hundred Seventy-five Dollars ($1,675),
until such time as the funds and investments in the Reserve
Account shall equal Two Hundred One Thousand Dollars ($201,000),
and monthly thereafter such amount as shall be necessary to main-
tain in the Reserve Account the sum of Two Hundred One Thousand
Dollars ($201,000) but not exceeding One Thousand Six Hundred
Seventy-five Dollars ($1,675) 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.
-27-
w
(E) Creation of Superior Liens. The Issuer covenants
that it will no issue any o er no es, 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 acquiese in the making of any investments
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.
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 "1982 Water and Sewer Revenue Bond Anticipation
Notes," are hereby authorized to be issued in an aggregate prin-
cipal amount not exceeding Seven Hundred Thousand Dollars
(5700,000} 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 mature on or prior to
the fifth anniversary of their date and may be in such denomina-
tion or denominations, bear interest payable at maturity or
periodically upon surrender of coupons and have such registration
provisions and redemption privileges as shall be acceptable to
such purchaser or purchasers. The Notes shall bear such rate or
rates of interest not exceeding the legal rate and shall be in
substantially the following form, with such omissions, inser-
tions 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 desirability and approval shall be pre-
sumed by such officer's execution of the Notes and the Issuer's
delivery of the Notes to the purchaser or purchasers thereof):
-28-
FORM OF NOTES)
No.
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF LAKE
CITY OF CLERMONT
1982 WATER AND SEWER REVENUE BOrJD ANTICIPATION NOTE
FOR VALUE RECEIVED, the City of Clermont, Florida (the
"Issuer"}, hereby promises to pay to the bearer, or if this Note
be registered to the registered owner as hereinafter provided, at
the principal office of in the City of
Florida, on 19 solely from the spe-
cial funds hereinafter mentioned, in lawful money of the United
States of America, the principal sum of
Dollars ($ ) and interest on such principal sum from the
date hereof at the rate of per centum
( $) per annum, payable on 1, 19 and semiannually
thereafter on 1 and 1 of each year, upon
the presentation and surrender of the annexed coupons as they
severally fall due unless this Note shall be registered as to
both principal and interest.
This Note is one of an authorized issue of Notes in the
aggregate principal amount of $700,000 (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 II, Chapter 166, Florida Statutes
(1981), and a resolution duly adopted by the Issuer on ,
1982 (the "Resolution"), in anticipation of the receipt by the
Issuer of the proceeds from the sale of not exceeding $700,000
principal amount of Water and Sewer Revenue Bonds, Series 1982,
of the Issuer (the "Bonds").
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 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, subor-
dinate 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 and Water and Sewer Revenue
Refunding Bonds, Series 1972, dated November 1, 1972, Water and
Sewer Revenue Bonds, Series 1975, dated January 25, 1977 and
Water and Sewer Revenue Bonds, Series 1980, authorized to be
issued pursuant to a resolution adopted by the Issuer on July 22,
1980.
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This Note is not subject to redemption prior to its
stated date of maturity.
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
Constitution of the State of Florida applicable thereto, and that
the issuance of this Note and of the issue of Notes of which this
Note is one 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.
This Note and 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 ,
1982.
This Note is issued in compliance with the provisions of
Section 218.385, Florida Statutes (1981).
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 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
attached to be executed with the facsimile signatures of such
officers, all as of the day of 19_.
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(SEAL)
ATTESTED AND COUNTERSIGNED:
Ci y Clerk
CITY OF CLERMONT, FLORIDA
By
Mayor-Commissioner
(FORM OF COUPON)
No.
S
On the first day of 19_, the City of
Clermont, Florida, will pay to the bearer at
Florida, 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 1982 Water and Sewer Revenue Bond
Anticipation Note, dated No.
CITY OF CLERMONT, FLORIDA
(SEAL)
ATTESTED AND COUNTERSIGNED:
City Clerk
By
M or-Commissioner
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 City Clerk, as 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
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registered holder or his attorney duly authorized and similarly
noted by said 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 said 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 Pdote 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
said Registrar and said Registrar shall note in the registration
blank below whether this Note is registered as to principal only
or payable to bearer.
Date of I In Whose Name I Manner of I Signature of
Registration Registered f Registration Registrar
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 Plotes Payment Account a sum sufficient to pay,
when due, the principal of or entire sum advanced under the
Notes, together with interest accrued and to accure 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 "City of Clermont 1982 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 investment 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
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Bonds or 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 i~z 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, except the Bonds or obligations
refunding the Notes, the Parity Obligations or the Prior Lien
Obligations payable from the Pledged Funds.
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
the Bonds, then, and in that event, the pledge of and lien on the
Pledged Funds in favor of the Holders shall be no longer in
effect. For purposes of the preceding sentence, deposit by the
Issuer of Federal Securities or bank certificates of deposit
fully secured as to principal and interest by Federal Securities
(or deposit of any other securities or investments which may be
authorized by law from time to time and sufficient under such law
to effect such a defeasance) in irrevocable trust with a banking
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institution or trust company, for the sole benefit of the
Holders, in an aggregate principal amount which, together with
interest to accrue thereon, will be sufficient to make timely
payment of the principal of and redemption premiums, if any, and
interest on the Bonds in accordance with their terms, the 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 of the
outstanding 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 of the Bonds
shall be held by the Government the 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. Notwithstanding the above, any Bonds held
by the Government shall be defeased only with the prior written
approval of the Government.
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 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
Instrument or of the Bonds or the Notes 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
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such covenants, agreements or provisions shall be null and void
and shall be deemed separate from the remaining covenants,
agreements and provisions of this Instrument, the Bonds and the
Notes.
5.05 Validation Authorized. Leonard H. Baird, Jr.,
City Attorney, is hereby authorized and directed to institute
appropriate 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.
DONE. AND RESOLVED BX THE CITY COUNCIL 0~ THE CLTX OF
CLERMONT, LAKE COUNTX, FLORIDA THIS 23 __ DAY OF MARCH, 1982.
CITY OF CLERMONT
mes M. Hoskinso~, Mayor
ATTEST:
Sandra O. Rozar, y Clerk
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