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R-69-158RESOLUTIOIJ NO. 158 RESOLUTION AUTHORIZING THE ISSUANCE OF NGT EXCEEDING $800,000.00 SANITARY SE~9ERAGE IMPROVEP•1ENT CERTIFICATES OF TFiE CITY OF CLERMONT, FLORIDA; PROVIDING FOR THE RIGHTS OF THE HOLDERS. THEREOF; AND .PLEDGING FOR THE PAYMENT THEREOF THE PROCEEDS FROM SPECIAL ASSESSMENTS. BE IT RESOLVED by the City Council of the City of Clermont, Florida, that: SECTION 1. It has heretofore been determined that it is necessary and desirable to make certain public improvements within the area-known as Special Assessment Improvement District Number One in the City of Clermont, Florida (hereinafter referred to as the "City"), consisting of a new municipal sewer. system in the City, includins force mains,. pumping stations, interceptor lines, treatment facilities and appurtenant facilities, all in accordance with certain plans and specifications on file with'the City Clerk (hereinafter called the "project"). SECTION 2. It is hereby found and determined as follows: A. A portiom of the cost of the construction of such public improvements in Special Improvement District Number One wiil be paid by .the issuance. and delivery of the certificates herein authorized. Such certificates shall be payable. from the proceeds derived from the -levy.. and collection cif special assessments against the property abutting or ad- joining the project. Such property will be specially benefited by the contruction of the project and such special assessments Y.ave been levied against such property in proportion to the special positive benefits to be received from the construe- tion of such project. B. The contract for the construction of such public improvements has been finally awarc~?c:, - C. The assessment roll heretofore .prepared by the City's Consulting Engineer imposes assessments upon the pro- perties to be specially benefited by the proposed public improvements. and the amount of such assessments as to each parcel assessed does not exceed the amount by which such parcel is determined to bek~e~nefited. 2fhe City Council has heretofore equalized, adjusted and confirmed .such-assess- meats pursuant to the provisions of Chapter 170,. Florida Statutes. D. It is deemed necessary and desirable to pledge the proceeds of the special assessments levied against-the properties specially benefited by the construction of the public improvementsto the payment of the principal of and interest on the c®rtificates herein authorized. E. The amount of the above described proceeds, as estimated, together with interest thereon and penalties, wi l be sufficient in theeaggregate`tQ pay the.,, principal of and interest on the certificates herein authorized as the same .become due, as provided in this resolution. F. The principal of and interest on .the certifi- .canes to be issued pursuant to this res~~lution-and all other payments provided for wi.llhe paid solelyfrom the proceeds of the special... assessments- to the extent that `the same shall be lawfully levied and collected :against. al1_property specially -2_ ~ t benefited by the construction of the public improvements herein authorized. The City will not be authorized. to levy ad valorem taxes on any real property therein to pay the. principal of and interest on the certificates herein author- ized or to make any other payments.. provided for herein. SECTION 3. In consideration of the acceptance of the certificates authorized to be issued hereunder by those. who shall hold the same from time to time, this resolution shall be deemed to be and shall constitute a contract be- tween the City and such holders. The covenants and agree- .. ments herein set forth to be performed by the City. shall be for the equal benefit, :protection and security of the Legal holders of any and all of such certificates andthe coupons attached thereto, all of which shall be of equal rank and without preference, priority or distinction of any of thee- . certificates or coupons..over.:any other thereof, except as expressly provided therein and herein. ~ " SECTION 4. Subject and pursuant to the provisions of this resolution obligations of he City to be know as ."Sanitary Sewerage .Improvement. Certificates°, hereinsome- times referred to as "certificates`,', are hereby authorized to be issued in the aggregate principal amount of not ex- ceeding Eight Hundred Thousand Dollars ($ 800, 000.0.0) ___..___ SECTION-5. Such certificates.shail be dated and shall be .numbered consecutively beginning with `.number one (No. 1),shail be in the denomina- tion of $5,000 each, shall bear. interest from the date thereof at a rate of not exceedings __ - 9b) per annum ~~ -3- ~~ • until maturity, such interest to be payable annually, and , ,~~$~" • . ~ shall mature. on April 1, ~~~: .. . ~~ Each of such certificates shall bear a certificate, . ': signed by the facsimile signature of the City Clerk, certi- fying that the amount, of•special assessment liens levied _ ~ against the benefited property is at least equal • to the • aggregate amount of certificates issued .hereunder. ' ~ ~ SECTYON 6. Such certificates shall be issued in • ~ coupon form; shall be payable with respect to both princi- pal and interest at ~ (C /~ ~ o-,N l ~~' -- , Florida, or at the option: of the holder, . at the main, office of , . in the- Borough of Manhattan, City and State of New. York; ~~ shall be payable in lawful money"of the United States of America; ' and shall bear interest :from their date payable in accordance ,with. and upon surrender•of the appurtenant coupons as they severally mature: r"'!$ECTZON 7. 2'hecertificates shall-be executed.. in the name of the City by the Mayor. and countersigned ,,and attested by the City Clerk;arzd the corporate seal of the City • shall be'impressed thereon... The facsimile signatures of the. '• Mayor or City Clerk may.bo imprinted or ,reproduced-on the certificates, provided that at least one signature required to . . 4 .. • • ~be placed thereon shall be manually subscribed. In-case any one or more of the officers who shall have signed or sealed any of the certificates shall cease to be such officer of the City before the certificates so signed and sealed, shall have been actually sold and delivered, such certificates may never- theless be sold and delivered as herein provided and. may be issued as if the person who signed or sealed such certifi- cater had not ceased to hold such office. Any certificate '~ may be signed and. sealed on behalf of .the City by such person who, at the actual time of the execution of such certificate, shall hold the proper office in the City., although at .the date of such ce`tificate such person may not have held such .office or may not have beensoauthorized. The coupons attached to the certificates shall be authenticated with the facsimile. signatures of any present .. or future. Mayor and City Clerk,...andthe-validation certifi- sate on said certificates shall be executed with the facsimile signature of the Mayor... The City may adopt and use for such purposes the facsimile signature of any person who shall- have been such Mayor or City Clerk at any .time on or after the date of the certificates, notwithstandingthat he may have ceased to be such officer at the time such certificates shall be actually sold and delivered.. SECTION 8. The certificates issued hereunder shall be, and shall-have all. of the qualities and incidents of, nego- table instruments :under the laws of the; :State of Florida, and each successive holder, in accepting any of said certificates. or the -5- • • coupons appertaining thereto, shall be conclusively deemed to have agreed that such certificates'shall be and have all` of the qualities and incidents of negotiable instruments and the laws of 'the State of Florida. SECTION 9. In case any certificate shall become mutilated or be destroyed, stolen or lost, the .City may in its discretion issue and deliver a new certificate with all unmatured coupons attached oflike tenor as the certificate and attached coupons, if any, so mutilated, destroyed, stolen or lost, in exchange and substitution for-such mutilated certificate, upon surrender and cancellation of such mutilated certificate and attached coupons, if any,..or in lieu of and substitution for the certificate and attached coupons, if any, destroyed, stolen or lost, and upon the holder-,furnishing the City proof of his ownership thereof and satisfactory; in- demnity and complying. with such other reasonable regulations and conditions as the City-may prescribe and paying such ex- penses as the City.may incur. A11 certificates and coupons so surrendered shall be canceled by the City Clerk. if .any such certificates or coupons shall havematured or be about to mature, instead of issuing a substitute certificate or coupon, the City may pay the same, upon beng.indemnified as aforesaid,'and if suchcertficateor coupon be lost,- stolen orsdestroyed, without surrender. thereof. - 6 - i Any such duplicate certificates and coupons issued .pursuant to this section shall constitute original, additional contractual obligations on the part. of the City whether or not the lost, stolen or destroyed certificates or coupons. be atany time found-by anyone, and such duplicate certifi- ~cates and coupons 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 certificates and coupons issued hereunder. SECTION 10. The certificates shall be redeemable ' prior to maturity, at the~~option of the City, in ,hole or in part, in inverse numerical order if less. than all, on any date-after the issuance thereof at the price of par and f accrued. interest to the. date of redemption;_ provided, how- - ~ ever, that a notice of such redemption shall have-.been pub- fished at least once in a newspaper of general circulation in the City,, and thatthe date of such publication shall be not less than. thirty (30).days prior to the redemption date;. and,. further, provided that written notice of such redemption shall also be given to the.paying agents named in such certi- ficates at least thirty (30); days before such redemption date. SECTION 11. The certificates may be registered at the option of the holder as to principal only at the office of .the City Clerk, such registration to be noted. on the back of said certificates in the pace provided therefor. After such registration as to principal only, no transfer of the -7 - • • certificates shall be valid unless made at said office by the registered owner, or by his duly authorized agent or representative and similarly noted on the certificates, but the certificates may be discharged from registration by being in .like manner transferred to bearer and thereupon. transferability by delivery shall be restored. At the option of the holder, the certificates nay thereafter again from time to time be registered or transferred to bearer as before. Such registration as to principal only shall not affect the negotiability of the coupons which shall continue to pass by delivery. SECTION 12. The text of the certificates, the. interest coupons to be attached thereto, and the validation .certific~t~ therean;~shall,be of substantially the following. tenor,-with such variations, omissions and insertions as may be necessary and. desirable. and authorized or permitted by: this resolution or any subsequent resolution adopted prior to the issuance thereof: UNITED ~ STATES OF~ .AMERICA. .STATE OF FLORIDA- COUNTY Or^ LAKE CITY OF CLERMONT ' SANITARY SEWERAGE IMPROVEMENT CERTIFICATE .KNOW ALL MEN BY THESE PRESENTS, that the City. of Clermont. in the County. of Lake ,State of Florida. (here- inafter called "City"), for value received, hereby promises to pay to the bearer hereof or,'if this certificate be regis- feted, to the registered holder as herein provided, on the first day of April, 1980, solely from the special _. fund hereinafter described, the principal sum of -8- • FIVE THOUSADTD DOLLARS ($5,000.00), .and to pay solely from said special fund interest thereon from the .~7ate ofthis. certificate until `maturity atthe rate of per centum ( ~) per annum, • payable annually on the first day of November of each year upon presentation and surrender of the. annexed coupons as they severally fall due. Both principal and interest are payable at par in lawful money of the United States of America at the ~ , Florida, or, atth e option of the holder, at the main office of ~ in the Borough of Manhattan, City and State of New York. Z'he certificates of this .issue are redeemable prior to maturity, at the option of the City, in whole or in part,... in inverse numerical order if less-than all, on any date after. the issuance hereof at the price of par and accrued interest to the date. of redemption, provided that a notice of such redemption shall be given in the manner provided in the reso- lution.. phis certificate is-one of an; authorized issue of certificates in the aggregate-amount of not exceeding $800,000 of like.. date, tenor. and effect, except as to number, issued to pay the cost and expenses of constructing public sewer improvements. in Special Improvement District . Number One in-.the City, under the authority of and in full compliance with the-Constitution andLaws of the State of Florida,. particularly Chapter 170, Florida Statutes,, and -9- Resolution Number duly adopted by the City Council on _.____ the day of 19 (herein referred to -• as the "resolution"), and is subject to all the terms and conditions of such resolution. This certificate is payable solely from special assessments levied against benefited property to pay for said .. improvements, the interest thereon and penalties therefrom. This certificate: does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter provisions, and the holder hereof shall have no right to compel the exercise of the taxing power of said City for the payment of the principal of and interest on this. certificate. The City, iri such resolution, has covenanted and agreed to enforce the collection of all special assessments levied against benefited property to pay for said public im- provement s, to deposit into a special fund designated as "Sanitary Sewerage Improvement Certificate Fund" all of the receipts derived from said special assessment s; interest thereon and penalties therefrom, and to pay th is `certificate' and the interest thereon from. moneys on deposit in said hind in the manner provided by the resolution. . It is hereby recited, warranted and. certified that " all of the requirements of the law.have bearfully complied with by the. City and its officers in the issuance of this certificate and that all of-the proceedings with reference to the making of said improvements and the levying: of said assess- merits have. been regularly. had in compliance with law; and all of the prerequisites to the imposing of the assessment liens against. the., property, benefited for said public improvements -10- • • have been performed. This certificate and the coupons appertaining there- to are and have .all the qualities and incidents of negotiable instruments under the laws of the State of Florida, and the original holder and each successive holder of this certificate and the coupons appertaining thereto, shall be conclusively deemed, by his acceptance thereof, to have agreed that this certificate and the coupons appertaining thereto shall be and have all the qualities and incidents of negotiable instruments under the laws of the State of Florida. This certificate may be registered as to principal only, in accordance with. the provisions endorsed hereon. IN WITNESS WHEREOF, the City of Clermont ,..Florida,- has caused its corporate seal to be impressed hereon and this certificate to be executed by the manual or facsimile signature of its Mayor, attested and countersigned by the manual or facsimile signature of its City Clerk, and the interest coupons thereto attached to be executed with the facsimile signatures of said Offic®rs, all. as of the first day of April, 1969. . . , ~ CITY OF CLERMONT ., .FLORIDA .BY. Mayor (SEAL) ATTESTED AND COUNTERSIGNED: • City Clerk - 11 - • INTEREST COUPON • Coupon No. $ On the first day of April, A. D. 19 the City of Clermont, Florida, will pay to the bearer hereof the amount shown hereon, in lawful money of the United States of America, at , Florida, or, at the option of the holder, at the main office of in the Borough of Manhattan, City and State of New York, from the special fund described in the certificate to which this coupon is attached, provided. the certificate to zahich this coupon: is attached shall note have been heretofore paid in accordance with. the terms thereof; being one year's interest then due on its Sanitary.Sewerage- Improvement Certificate, dated the first day of April, A.D. 1969. CITY OF CLERMONT, FLORIDA . By Maya r ATTESTED AND COUNTERSIGNED: City Clerk VALSDATION CERTIFICATE This certificate is one of a series of certificates which were validated by judgment of the Circuit Court for Lake County, Florida, rendered on 1970. Mayor -la- .PROVISION FOR REGISTRATION This certificate may be registered in the name of the holder on the books to be kept by the City Clerk, as Registrar, or such other Registrar as may hereafter be duly appointed, as to principal only,' such registration being noted hereon by such Registrar. in the registration blank below, after which no transfer shall be valid unless made on said books by the registered holder or attorney duly authorized and similarly noted 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. 2'he registration of .this bond as to principal shall not.re- strain the negotiability of the coupons by delivery: merely. Date of In Whose Name Signature of Registration Registered Registrar STATE OF FLORIDA COUNTY OF. LAKE. . ~ I, the undersigned, City Clerk of the_City of Clermont, Florida, hereby certify that the amountof:liens levied, the proceeds of which are pledged to thepayment of the certificates ~~ of which this certificate is one, are equal to the aggregate amount. of the Sanitary Sewerage .Improvement Certificates issued -13- I by the City. City Clerk SECTION 13. Neither the certificates ro r the coupons appertaining thereto shall be or: constitute general obliga- ~tions or indebtedness of the City of Clermont, Florida, as "bonds" within the meaning of the Constitution of Florida, but shall be payable solely from and secured by a lien upon and a pledge of the special assess- ments, as herein provide3. No holder or holders of any cer- tificate issued hereunder, or of any coupon appertaining thereto, shall ever have the right to compel the exercise of the ad valorem taxing power of the City, or taxation in any form of any. real property therein, to pay said certifi- Cates or the interest,-thereon, or be entitled to payment of such principal and interest from any;.other funds of the City. SECTIONI4. The payment of the debt service of all the certificates.. issued hereunder: shall be secured forthwith equally and ratably by a pledge ofand a prior lien upon the proceeds of the special assessments, includ n Q:interest and penalties. thereon, levied and collected against .all property specially benefited by the construction of the public improve- menu. The City does hereby irrevocably pledcp such proceeds to the payment of the principal of and interest on the certi- ficates issued pursuant to this resolution andtn the payment into the Sanitary Sewerage Improvement CE~tifcate Fund.,.here- inafter created, at the times provided, the sums required to --14- ,..,,,, • secure to the holders of the certificates issued hereunder payment of the principal of and interest thereon at the ma- turity of the certificates so held by them. • SECTION i5. For as long as .any of the principal of and interest on any of the certificates shall be outstanding and unpaid, or until there shall have been set apart in the Sanitary Sewerage Improvement Certificate `Fund, a sum suffi- cient to pay when due, .the entire grincipal of the certifi- cates remaining unpaid, together with interest accrued or to accrue thereon, the City covenants with the holder of any and all of the certificates issued pursuant to this resolu- tion as follows, that: A.. The City shall establish with Florida, a bank or trust company which is a member of the Federal Deposit Insurance Corporation, and maintain so long as any of the certificates are outstanding, a special-fund, which is hereby created and designated "Sanitary Sewerage Improvement Certificate Fund" (herein called the "'Certificate Fund"), into which the City shall deposit all accrued interest received upon the sale of the certificates and all moneys received from the collection of assessment installments, interest thereon and penalties therefrom. Such funds shall constitute trust' funds and shall be used solely, and are hereby so irrevocably pledged,. for the purpose of paying the principal of and interest i 4 -15- • • on the certificates when the same shall become due. Such .certificates and the interest thereon shall be paid out of the Certificate Fund in the following manner and order of priority: (1) First, for the payment of matured certificates and all interest due and payable, and for the payment of certi- ficates to mature and interest becoming due and payable on the certificates on the next annual maturity and interest payment date. (2) Second, all moneys in tY~e Certificate Fund not needed for the gayments provided in subsection (1) above shall be used for the redemption of certificates, at prices not exceeding par and accrued interest, after reserving suffi- cient moneys to pay certificates which will mature and interest accrued and to accrue during he succeeding twelve (12) months. (3) ~ After the principal of and interest, on: all _the.-, . certificates shall have been,-gad, or there shall~have'.beef. set apart a sum sufficient to pay when due thee-entire prnci- pal of the certificates remaining unpaid and interest accrued or to accrue thereon,_any moneys remaining on deposit to the credit of the Certificate Fund shall be withdrawn therefrom by .the City-and may be used by the City for any lawful munic- ipal purpose. B. The City will receive, collect and enforce the -payment of all the assessments levied for the public.improve- ,meets. and all of the installments thereof,; interest thereon - 16 - • ~ and penalties therefrom, in the manner prescribed by this resolution and all other resolutions or laws thereunto ap- pertaining, and to pay and deposit the proceeds of ali assess- ments received into the Certificate Fund. C. If the owner of any lot or parcel of land assessed for said improvements shall be.delinquent. in the payment. of any assessment,.installments, or interest due, for a period of sixty (60) days, hen the City~Council shall declare the entire unpaid balance of said. assessment, interest and penalties to be in default and, at its own expense, shall cause such delinquent property to be fore- closed in the same method now or hereafter provided by the law for the foreclosure of mortgages on real.estate, or other- w ise as provided by law. If said foreclosure be not promptly filed and prosecuted, then .any ce~rtificateholder may file and prosecute said foreclosure action in the name of the City for the benefit of all outstanding or unpaid certificates and interest. thereon. All moneys realized thereby-shall be deposited in ~e Certificate Fund and distributed as above. provided. The. City further covenants., at-its expense,. to furnish to any certificateholderrequesting't3~e same., sixty (60) days after. the .due-date of eachannual installment, a list of all delinquent installments, together with an annual audit of the Certificate Fund b;, a certified public accountant. . D. If any property shall lee offered forsalefor the non-payment>of any,assessment,installment thereof or interest or penalty thereon, and no person or persons shall -17- ~~ • • purchase the same for an amount equal to the full amount due on the assessments (principal, interest, penalties and costs), the said property shall then be purchased in the name of the City for an amount equal to the balance due on the assess- ment (principal., interest penalties and costs), and said ' City. shall receive in its corpora~e name the title to said" property for the benefit of the holders of the certificates. T'he City shall have the power and shall lease or sell said property, and deposit all of the net proceeds of any such. lease or sale into the Certificate Fund. Not less than ten (10} days prior tothe filing of any foreclosure action as herein provided, the City shall cause written notice thereof ~ be mailed to any designated agents of the certi- ficates. Not less than thirty (30p days prior to the proposed sale of y lot or tract of land acquired by foreclosure by the City it shall give written notice 'thereof to said-re- presentatives. The City agrees that it shall be- required to take the measures-provided by law for sale of property acquired by it as trustee for the cert~ficateholders within thirty (30) days after the. receipt c~ the request therefor signed . by fifteen per cent (15%) of the holders of the outstanding certificates. E. - Z'he City, will .not issue .any other obligations payable from the proceeds of the special assessments. herein pledged. nor voluntarily create or cause to be created any • debt,.lien,-pledge, assignment, encumbrance or other charge upon .any of_the moneys in the Certificate Fund or .upon such -18- • • special assessments. SECTION 16. -The certificates may be sold at public or private. sale for not less than par and accrued interest or may be delivered to the Contractor in full payment of his contract. . SECTION 17. No material modification or amendment of this resolution or of any resolution amendatory .hereof or supplemental hereto, may be made without the consent in writing of the holders of sixty-seven per centum (67 /) or more in principal amount of the obligations then outstanding;. provided, however, that no modification o r amendment shall permit a change in the.maturity_of such obligations or a reduction in the rate of interest thereon, or in the amount of the principal obligation or affecting the unconditional .promise of the City to levy and collect such special assess- menu, as herein provided, or to pay..the ~ principal `of and interest on the certificates as the-same shall become due from the- assessments, or reduce-such percentage of holders of such certificates, required above, for such modifications or amendments, without the consent of the holders of all of such certificates. -SECTION 18. If any one or more of the covenants, agreements or_;provisions of this resolution 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, ar shall for any reasorr whatsoever be held invalid, then such covenants, agreements `or provisions _19! a shall be null and void and shall.be deemed separate from the remaining covenants,. agreements or provisions, and in no way affect the validity of all the other provisions of this resolution or of the Certificates or coupons issued hereunder. SECTION 19. The City Attorney be and he is hereby authorized and directed to institute appropriate: proceedings in the Circuit Court of the Fifth ,~dicial Circuit of Florida, in and for Lake County, Florida, for the valida- tion of said certificates, and the. proper offi.:ers of tl~ City are hereby authorized to verify on behalf of the City any. pleadings in such proceedings. . SECTION 20. All resolutions or parts of resolutio ns in conflict herewith are .hereby repealed. SECTION 21. This resolution shall take effect. immediately upon its adoption by the City Council and approval by the Mayor. ADOPTED at an. Adjourned~Meeting of the City Council of the . City. of Clermont, Lake County, Florida, held on December 23, 1969. ty e r - 20"~-