R-75-251RESOLUTION N0. 251
~l Ri/SOLU`1I0' ?~_UTIIOItI~I`.`G TItI; ISSUT~?ICE OF '.'JOT
EXCFFDIiIv ~323, 1~7 ['JATI;P. AND SE[v'ER REVI'i]UE
DOi1DS ~'~I~JTICIP:ITIOPI NOT)JS OF THE CITY OF
CLFRi~IO*JT, FLORIDA; PROVIDING FOP. TII1; P?1Y"TENT
TiIERi;OF A:~1D EI~TF1zI:'JG Ii~ITO CERT11ItI COVE:\A`?TS
11i>1D AGRIFA~IT'~ITS WITI3 THE IiOLDER5 THEREOF.
PT IT RESOLVED I3Y TIIE CITY COUP?C IL OF THE CITY OF
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CLT?i:'10TIT, FT10I?Ii\ ('lf-'_rE?lnc"1ftE'r C:aI~.E_'d °1sSller"} , aS ~OllOidS:
ST?CTIOI 1, rUTt30RITY FOR RESOL[JTIOi~1. This resolution
is ac~optod pursuant to Section 215.431, Florida Statutes, and
othc~~ a?~plicat:le prof, isions of_ 11~~T.
S"'CTIOPi 2. FIi?DIi~?GS. It is heroby ascortaineci, deter-
mi.nec~ and declared that:
~~. On February 11 197, tYie issuer adopted a
resolution (herein called the "Enabling Instrument") authorizing
the issuance of $323,100 t^~ater and Sewer Revenue Bonds, Series
1975, of the issuer (herein called the "bonds"), for the purpose
of paying the cost of acquiring and constructing extensions and
improvements to the water and sewer system of the issuer (herein
called the "project").
B. Such bonds and the coupons appertaining thereto will
be payable solely from and secured by a lien upon and pledge
of the net revenues to be derived by the issuer from the opera-
t~n of the system, a lien upon and pledge of the proceeds of
certain excise taxes described in the Enabling Instrument and
a pledge of other moneys of the issuer derived from sources other
than ad valorem taxation and legally available for such purpose
(hereinafter called the "pledged funds"). The lien in favor of
those who willbe the solders of the bonds on the revenues of the
syste.n and the excise taxes will be junior, subordinate and inferior
in every respect to the lien thereon in favor of the holders of
certain outstanding obligations of the issuer described in the
L;nabling Instrument as the outstanding prior lien obligations.
Rc~crc;nce is made to the Enabling Instrument for a more complete
description of the covenants, liens and pledge securing payment
of the bonds and the coupons appertaining thereto.
C. It is necessary and. urgent that funds be made
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i~nrnediately available in order to provide money for the commence-
ment of the project at this time. 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 it to be in
tl~~e best interest of the issuer and its residents and inhabitants
that interest bearing notes of the issuer be issued pursuant to
this resolution in anticipation of the receipt by the issuer of
t}I~'• }.~i-occeds frc:ern the sale of file bonds. The principal of and
i nter~st on the anticipation notes to be issuod znzrsuant to ti~is
resol.Ition ~•;i11 i.~e~~ payable solely fro~i anc:r secured by a lien upon
and a pledge of_ the proceeds to be derived from the sale of the
bonds and, if necessary, the pledged funds.
Sr,CTION 3. P.ESOLUTION TO COiQSTITUTE CONTRACT. In
consideration of the acceptance of the anticipation notes autho-
rized to be issued hereunder by those w;IO shall hold the same
from tirne to time, this resolution shall be deemed to be and shall
constitute a contract between the issuer and such holders. The
covenants and. agreements herein set forth to be performed by the
issuer shall be for the equal benefit, protection and security of
the legal holders of such anticipation notes, all of which shall
be of equal rank and without preference, priority or distinction
of any of the anticipation notes over any other thereof, except
as expressly provided therein and herein.
SFCTIOPI 4. AUTHORI7ATIOrI OF ANTICIPATION NOTES. For
the purpose of financing the cost of the project, there are hereby
authorized to be issued taater and Sewer Revenue Bonds Anticipation
;rotes of the issuer (herein called. the "notes"), in an aggregate
principal amount not exceeding Tliree Hundred Twenty-three Thousand
One hundred Dollars ($323,100). The notes shall be dated as of the
dates of their respective deliveries to the initial purchasers
thereof, shall mature on or prior to
1, 19 , and shall
be in such denomination or denominations as may be agreed on between
the issuer and such purchasers. The notes shall be payable at such
hank or banks, shall bear such rate or rates of interest and shall
be in substantially the following form, with only such ommissions,
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insertions and variations as may be necessary and desirable and
approved by the i•layor prior to the issuance thereof (which ap-
proval may be presumed by his execution of the notes and the
issuer's delivery of the notes to the purchasers thereof_):
j~?o . $
U?•]ITED ST~~TES OF ?~"^~'RIC?1
STATE OF FLORID:
CITY OF CLERT~lONT
t'7117'ER 11ivD SETdEP. RrVENUE I3OIIDS AidTICIP?~TIOPJ NOTE
FOF. V11LUE RECEIVED, the City of Clermont, Florida (here-
inifter called the "issuer") hereby promises to pay the the order_
or at its r_rincipal office in the City
of Florida, on or before 19 ,
solely from the special funds Hereinafter mentioned, in lawful
money of the United States of America, the principal sum of
Dollars ($ ) and, quarterly from
the date hereof, solely from such special funds, interest on such
principal sum at the rate of per centu*n ( o)
per annum, until such principal sum shall be paid.
This note is issued pursuant to the Constitution and
Laws of the State of Florida, particularly Section 215.431,
Florida Statutes, and a resolution duly adopted by the issuer on
1974 (herein referred to as the "Resolution"), in
anticipation of the receipt by the issuer of the proceeds from
the sale of not exceeding $323,100 ~9ater and Sewer Revenue Bonds,
Series 1975, of the issuer (hereinafter called the "bonds"). This
note and the interest due thereon 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 and, if necessary, the net
revenues to be derived by the issuer from the operation of the
issuer's water and sewer system, the proceeds of certain excise
taxes described in the Resolution and al.l other moneys of the
issuer derived from sources other than ad valorem taxation and
legally available for such purpose, all in the manner provided in
the Resolution. The lien in favor of the holder of this note on
the revenues of the system and the excise taxes is junior, subor-
dinate and inferior in every respect to the lien thereon in favor
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of the holders of certain outstan~,i_ng obligations of the issuer
described in the Resolution.
This note .shall not constitute a general obligation of
the issuer, and the holder thereof_ shall never have the right to
require or compel the e:~ercise of the po~•~er of the issuer to levy
~c': valorery ta:.es for the payMent of the principal of ant? interest
on this note..
It; is hereby certified, reciteu anti declared that all
c:r" ~ 5 , l'~~i1(~ 1 L 1.0 ?1 S :end t111nC~ 5 requires; to er.l_st, to happen , and
to hc_~ perfor;ne-? precedent to and in connection ~~~it_h th^ issu~~lce
o ~ t}lis not`, o~:ist, have happened, anti. have l~eeil perfor:~~lcc? in
r.~~~v.lar anti due foul and time as required by the Laws and Consti-
tution 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.
IN l~~ITNESS ~~~HEREOF, the City of Clermont, Florida,
has issued this note and has caused the same to be signed by its
~•Zayor and its corporate seal to be impressed hereon and attested
and countersigned by its Clerk, all as of the
19
CITY OF CLERI•~I017T, FLORIDA
By
Mayor
(SEAL)
ATTESTED AND COUNT>RSIGi~tED
Clerk
day of
SFCTIOrd 5. SALE OF i10TLS . The notes shall be sold at
public or private sale, at prices not less than the par value
thereof and accrued interest, either at one time or from time to
time, as the ?Mayor and Clerk shall determine, ;aho are hereby
authorized to a~s~ard. the notes, e..ecute and deliver the same,
receive the purchase price therefor and apply the proceeds
thereof as hereinafter provided, without further authority from
this Council.
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SECTIOII 6 . 1`IOTES NOT GLrIEP~AL IP~ID::L'TEDI~TLSS . The notes
shall not be or constitute a general obligation of the issuer
L:iitliin t}le meaning of. any constitutional, statutory or other
limitation of indebtedness, but shall he payable solely from the
proceeds derived from the sale of the bonds and, if necessary,
from the pledged funds. iIo holder or holders of the notes issued
hereunder shall ever have the right to compel the e.,ercise of the
ad v~~lorer<< taxing power of the issuer or ta.:ation in any form of
ail ,• r~_al ~~roncrty therein to pay thu notes or tho interest du^
ti1~~r~'_Oil.
ST~C'I'I0~1 7 . SrCUF.ITY OF i~OTT;S . The payment of the
r_rincipal of and interest on the notes shall be secured forth-
with, equally and ratably, by a prior lien on and a pledge of
the proceeds to be derived from the sale of the bonds and, if
necessary, by a lien on and pledge of the pledged funds, as herein
described. The lien in favor of those who will be the holders of
the notes on such pledged funds is junior, subordinate and in-
ferior in every respect to the lien thereon in favor of the holders
of said outstanding prior lien obligations. The issuer does
hereby irrevocably pledge said funds to the payment into the
Sinking Fund and Reserve Account created pursuant to the Enabling
Instrument at the times provided, of the sums required to secure
to holders of the notes the paymer~{= of the principal of and in-
terest thereon at their maturity.
SECTIOi'd 8. APPLICATIODT OF PROCEEDS. Tile moneys
received from the delivery of the notes shall be deposited into
to Construction Fund created pursuant to the Enabling Instrument
and applied as provided therein. The holders of the notes shall
have a lien upon all the proceeds thereof until the same have been
applied as provided in the Enabling Instrument.
SECTION 9. COVET~IANTS OF TIIE ISSUER. For so long as
tine principal of and interest on the notes shall be outstanding
and unpaid or until there shall have been irrevocably set apart
a sum sufficient to pay, when due, the entire principal of the
notes remaining unpaid, together with interest accrued and to
accrue thereon, the issuer covenants with each of the holders of
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the notes as follows:
A. PROCiFDS FRO"~I B0~1DS . Upon the receipt of the pro-
ce~ds ot- the bonds, excluding accrued interest, the issuer shall
apply such proceeds as follows:
(1) To pay forthYaith the principal of the outstanding
notes aiicl the interest accrued thereon to such date of payment.
(2) I'or deposit and application of the balance of such
~>roc~e~?s pursu:-cnt to the prov.i.sions of the ?~nal~~lin Instr.umont.
:,. :',.?>P~IC~'~'I'IO?: OF PRIOI: COVET; ?~"S. Tho co~~~enant
~'.,'1;~ ~:1~'c1Cr;~s CO??ta.lll(`C~ 1.1 th? T''Tl~lbl7_T1~J Ir?StrLli'iC?nt for ttile b2n~'t1L-
o ~ :.he holaors of t`le bonds to the r..tent that tine same are not
inconsistent with the provisions of this resolution shall be
deemed to be for the benefit, protection and security for the
payment of the notes and for the holders thereof in like manner
as applicable to the bonds for the benefit of the holders thereof.
The Sinking Fund and Reserve Account created and established pur-
suant to the Enabling Instrument, to the extent necessary, shall
be maintained for the benefit of the notes and the holders thereof.
C. SALE OF BONDS. From time to time the issuer shall
in good faith endeavor to sell a sufficient principal amount of
the bonds in order to have funds available to pay the notes and
the interest thereon as the same become due.
SECTION 10. SUPPLEMEZ•1TAL INSTP.UMENTS. The issuer
shall, as necessary, from time to time and at any time, adopt
such resolutions and/or ordinances as shall not be inconsistent
with the terms and conditions of this resolution:
A. To cure any ambiguity, defect, or omission herein;
and./or
B. To secure, extend or renew to the holders of the
notes the pledges made herein for the payment of the notes and
the interest to accrue thereon.
SECTION 11. riODIFICATION AND AP~fENDP~lENT. P1o 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_ the notes.
SECTIOi~i 12. SEVERABILITY. If any one or more of the
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covenants, acfrecments or provisions of this resolution should
be held contrary to any express provis~.on of law or contrary to
the policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever. be
held invalid, then such covenants, agreements or provisions shall
b~ null and_ void anc~i steal]. be deemed separate from the remaining
covenants, agreements or r~rovisi.ons, and in no way affect the
validity of all the other provisions of this resolution or of
S'C ~'IO~~T ].3, i.FFFCTIVF P.A`?'E. `.ibis resolution shall
ta'r_~a e{:Sect inu,~ediately upon its adoption.
PI\SSrD ATTD ADOPTED this 11th d.ay of February
19 75.
ATTEST:
r~'
~; ~.~~~/
Dolores W. Carroll, City Clerk
CLAUDE E . S'~IOAK, Jr .
Mayor
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