Resolution No. 2024-016RCITY OF CLERMONT
RESOLUTION NO.2024-16R
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLERMONT,
FLORIDA SUPPLEMENTING RESOLUTION NO. 1162 ADOPTED BY THE
CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA ON OCTOBER
24, 2000, AS HERETOFORE AMENDED AND SUPPLEMENTED, FOR THE
PURPOSE OF AUTHORIZING THE ISSUANCE BY THE CITY ITS WATER
AND SEWER REVENUE BOND, SERIES 2024 (THE "SERIES 2024 BOND"),
IN A PRINCIPAL AMOUNT NOT TO EXCEED $28,152,000 FOR THE
PURPOSES OF (I) FINANCING OR REFINANCING, INCLUDING THROUGH
REIMBURSEMENT, THE ACQUISITION, CONSTRUCTION,
INSTALLATION AND EQUIPPING OF IMPROVEMENTS TO THE
COMBINED MUNICIPAL WATER AND SEWER SYSTEM OF THE CITY,
AND (III) PAYING THE COSTS OF ISSUING THE SERIES 2024 BOND;
PLEDGING TO SECURE PAYMENT OF THE PRINCIPAL OF AND
INTEREST ON THE SERIES 2024 BOND THE PLEDGED FUNDS
DESCRIBED IN RESOLUTION NO. 1162, AS AMENDED AND
SUPPLEMENTED; ESTABLISHING OR PROVIDING FOR THE
ESTABLISHMENT OF THE DATED DATE, INTEREST RATE, INTEREST
PAYMENT DATES, PROVISIONS FOR REDEMPTION AND MATURITY
SCHEDULE OF SAID SERIES 2024 BOND; ACCEPTING THE PROPOSAL OF
SEACOAST NATIONAL BANK TO PROVIDE THE CITY WITH A TAX-
EXEMPT TERM LOAN FACILITY PURSUANT TO THIS RESOLUTION AND
THE SERIES 2024 BOND; PROVIDING THAT THE SERIES 2024 BOND
SHALL CONSTITUTE AND BE SECURED AS AN "ADDITIONAL BOND"
UNDER RESOLUTION NO. 1162, AS AMENDED AND SUPPLEMENTED;
AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER
DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF THE SERIES
2024 BOND; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR
THE BENEFIT OF THE HOLDER OF THE SERIES 2024 BOND; AND
PROVIDING AN EFFECTIVE DATE.
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TABLE OF CONTENTS
Page No.
ARTICLE 1
GENERAL
SECTION 1.1
Definitions..........................................................................................................
3
SECTION 1.2
Issuer for Resolution..........................................................................................
4
SECTION 1.3
Resolution to Constitute Contract......................................................................
4
SECTION1.4
Findings..............................................................................................................
4
SECTION 1.5
Acceptance of Proposal......................................................................................
6
ARTICLE 2
AUTHORIZATION, TERMS, EXECUTION
AND REGISTRATION OF SERIES 2024 BOND
SECTION 2.1
Authorization of Series 2024 Bond.................................................................... 6
SECTION 2.2
Description of Series 2024 Bond....................................................................... 6
SECTION 2.3
Application of Loan Proceeds............................................................................ 7
SECTION 2.4
Execution and Authentication of Series 2024 Bond .......................................... 8
SECTION2.5
Form of Bond..................................................................................................... 8
ARTICLE 3
SECURITY, PLEDGED FUNDS AND
APPLICATION THEREOF
SECTION 3.1 Series 2024 Bond not to be Indebtedness of Issuer ......................................... 18
SECTION 3.2 Security for Series 2024 Bond......................................................................... 18
SECTION 3.3 Application of Provisions of Original Instrument ............................................ 18
SECTION 4.1
SECTION 4.2
SECTION 4.3
SECTION 4.4
SECTION 4.5
SECTION 4.6
SECTION 4.7
SECTION 4.8
ARTICLE 4
MISCELLANEOUS
Audit, Budget and Other Information.............................................................. 18
Escrow Holder; Execution and Delivery of Escrow Deposit Agreement. Error!
Bookmark not defined.
GeneralIssuer................................................................................................... 19
Authorization of Execution of Certificates and Other Instruments ................. 19
No Personal Liability....................................................................................... 19
No Third Party Beneficiaries........................................................................... 19
Severability of Invalid Provisions.................................................................... 19
Repeal of Inconsistent Resolutions.................................................................. 20
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1
SECTION 4.9 Original Instrument in Full Force and Effect ................................................... 20
SECTION 4.10 Table of Contents and Headings not Part Hereof ............................................. 20
SECTION 4.11 Effective Date..................................................................................................... 1
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BE IT RESOLVED by the City Council of the City of Clermont, Lake County, Florida as
follows:
ARTICLE 1
GENERAL
SECTION 1.1 Definitions.
When used in this Resolution, the terms defined in the Original Instrument (as hereinafter
defined) shall have the respective meanings assigned thereto by the Original Instrument and the
following terms shall have the following meanings, unless the context clearly otherwise requires:
"Act" shall mean the Constitution and laws of the State of Florida, including Chapter 166,
Part II, Florida Statutes, as amended, and other applicable provisions of law.
"Bank" shall mean Seacoast National Bank, its successors and assigns.
"Bond Counsel" shall mean Butler Snow LLP, Jacksonville, Florida, bond counsel to the
Issuer with respect to the issuance of the Series 2024 Bond.
"Bondholder" or "Holder" shall mean the Registered Owner of the Series 2024 Bond.
"Clerk" shall mean the City Clerk of the Issuer or such other person as may be duly
authorized by the Issuer to act on his or her behalf.
"Financial Advisor" shall mean PFM Financial Advisors LLC.
"Finance Director" shall mean the Finance Director of the Issuer or such other person as
may be duly authorized by the Issuer to act on his or her behalf.
"Governing Body" shall mean the City Council of the Issuer or its successor in function.
"Interest Rate" shall mean (i) upon initial issuance of the Series 2024 Bond, through and
including May 31, 2034, 3.40% per annum, and (ii) thereafter, commencing on June 1, 2034
through the final maturity date of the Series 2024 Bond, the interest rate per annum equal to the
Index Rate in effect on May 31, 2034, subject to adjustment as provided in the Series 2024 Bond.
As used herein "Index Rate" means the average yield on U.S. Treasury securities adjusted to a
constant maturity of one (1) year as published by Federal Reserve Statistical Release or other
comparable Federal Reserve publication on May 31, 2034. If the Index Rate is not published for
May 31, 2034, the Index Rate shall be the Index Rate determined as of the date next following
such date on which the Index Rate is published.
"Issuer" shall mean the City of Clermont, Florida.
"Loan" shall mean the tax-exempt term loan to be made to the Issuer pursuant to this
Resolution and the Series 2024 Bond.
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"Mayor" shall mean the Mayor of the Issuer or such other person as may be duly authorized
by the Issuer to act on his or her behalf.
"Original Instrument" shall mean Resolution No. 1162 adopted by the Governing Body on
October 24, 2000, amending and restating in its entirety Resolution No. 901 adopted by the
Governing Body on February 27, 1996, as heretofore amended and supplemented by Resolution
No. 1638 adopted by the Governing Body on November 10, 2009, and as heretofore supplemented
by Resolution No. 2017-59 adopted by the Governing Body on May 14, 2024.
"Registrar and Paying Agent" shall mean the Issuer or such other person as may be duly
authorized by the Issuer to act on his or her behalf.
"Resolution" and "this Resolution" shall mean this instrument, as the same may from time
to time be amended, modified or supplemented.
"Series 2024 Bond" shall mean the Water and Sewer Revenue Bond, Series 2024,
authorized to be issued by the Issuer pursuant to Section 2.1 hereof.
"Series 2024 Construction Account" shall mean the Series 2024 Construction Account
established pursuant to Section 2.3 hereof.
"Series 2024 Project" shall mean the design, acquisition, construction, installation and
equipping of the expansion of, and improvements to, the System, as more particularly described
in and in accordance with certain plans on file or to be on file with Issuer, with such changes,
deletions, additions or modification to the enumerated improvements, equipment and facilities, or
such other improvements as shall be designated and approved by Supplemental Resolution in
accordance with the Act, financed in whole or in part with proceeds of the Series 2024 Bond.
The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall
refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this
Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution.
Words importing the singular number include the plural number, and vice versa.
SECTION 1.2 Issuer for Resolution.
This Resolution is adopted pursuant to the provisions of the Act and other applicable
provisions of law.
SECTION 1.3 Resolution to Constitute Contract.
In consideration of the Loan and the purchase and acceptance of the Series 2024 Bond by
the Bank, as the initial Holder of the Series 2024 Bond, the provisions of this Resolution shall be
deemed to be and shall constitute a contract between the Issuer and the Holder from time to time
of the Series 2024 Bond.
SECTION 1.4 Findinas.
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It is hereby ascertained, determined and declared as follows:
(A) For the benefit of its inhabitants, the Issuer presently owns, operates and maintains
the System for the supply and distribution of water for domestic, commercial and industrial use
and for the collection, treatment and disposal of sewage.
(B) The Issuer deems it necessary, desirable and in the best interests of the Issuer that
the Series 2024 Project be acquired and constructed.
(C) The Issuer has received a proposal for the Loan from the Bank in a principal amount
not to exceed $30,000,000, the proceeds of which to be applied for financing or refinancing,
including through reimbursement, the Costs of the Series 2024 Project as provided herein.
(D) The Issuer deems it necessary, desirable and in the best interest of the Issuer that the
Pledged Funds be pledged to the payment of the principal of and interest on the Series 2024 Bond
in the manner and to the extent described herein. No part of the Pledged Funds shall be pledged
or encumbered in any manner, except that the Pledged Funds have been pledged as security for
the Series 2017 Bond (as defined in the Resolution).
(E) The Original Instrument, in Section 6.2 thereof, provides for the issuance of
Additional Bonds payable from the Pledged Funds under the terms, limitations and conditions
provided therein. The Issuer will issue the Series 2024 Bond as an Additional Bond within the
authorization contained in Section 6.2 of the Original Instrument. The Issuer shall comply with
the provisions of Section 6.2 of the Original Instrument in connection with the issuance of the
Series 2024 Bond.
(F) No Bondholder shall ever be entitled to compel the payment of the principal of and
interest on the Series 2024 Bond or any other payments provided for in this Resolution from any
funds or revenues of the Issuer other than the sources herein provided in accordance with the terms
hereof, nor will any Bondholder have the right to compel the exercise of the ad valorem taxing
power of the Issuer to pay the principal of or interest on the Series 2024 Bond or to make any other
payments provided for in this Resolution, and the Series 2024 Bond shall not constitute a lien upon
the System or any other property of the Issuer or any other property situated within its territorial
limits, except the Pledged Funds.
(G) The Issuer is advised that, due to the present volatility of the market for municipal
debt, it is in the best interest of the Issuer to issue the Series 2024 Bond by negotiated sale, allowing
the Issuer to issue the Series 2024 Bond at the most advantageous time, rather than a specified
advertised future date, thereby allowing the Issuer to obtain the best possible price, interest rate
and other terms for the Series 2024 Bond, and, accordingly, the Issuer finds and determines that it
is in the best financial interest of the Issuer that a negotiated sale of the Series 2024 Bond, as
provided herein for the purposes of providing the Loan, be authorized.
(H) Prior to the sale of the Series 2024 Bond, the initial Holder will provide the Issuer
with a truth -in -bonding statement regarding the Series 2024 Bond containing the information
required by Section 218.358(2), Florida Statutes.
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SECTION 1.5 Acceptance of Proposal.
The Issuer accepts the proposal of the Bank to provide the Issuer with the Loan.
ARTICLE 2
AUTHORIZATION, TERMS, EXECUTION
AND REGISTRATION OF SERIES 2024 BOND
SECTION 2.1 Authorization of Series 2024 Bond.
The Issuer hereby authorizes the issuance of a Bond of the Issuer to be designated as "City
of Clermont, Florida, Water and Sewer Revenue Bond, Series 2024," in a principal amount not to
exceed $28,152,000, to evidence the Loan to be made by the Bank to the Issuer pursuant to this
Resolution, for the principal purposes of financing or refinancing, including through
reimbursement, Costs of the Series 2024 Project and paying related costs of issuing the Series 2024
Bond. In the event such Bond is not issued during calendar year 2024, the Series designation for
such Bond shall be changed to the calendar year in which such Bond is issued.
SECTION 2.2 Description of Series 2024 Bond.
The Series 2024 Bond shall be issued as a single fully -registered Bond and shall be in
denominations of $1,000 and integral multiples of $1,000. The Series 2024 Bond shall be dated
their date of delivery or such other date as determined by the Finance Director.
The Series 2024 Bond shall bear interest from its date at the applicable Interest Rate,
payable semiannually on the first day of June and the first day of December of each year,
commencing December 1, 2024, or such other date as determined by the Finance Director, and
shall have a final maturity date of December 1, 2043. Interest on the Series 2024 Bond shall be
calculated on the basis of a 360-day year comprised of twelve 30-day months.
The Series 2024 Bond shall be subject to redemption prior to their maturity as set forth in
the form of Bond set forth in Section 2.5 hereof. Notice of redemption shall be given as provided
in Article 3 of the Original Instrument. Notwithstanding the foregoing or any other provision
hereof, notice of optional redemption may be conditioned upon the occurrence or non-occurrence
of such event or events as shall be specified in such notice of optional redemption and may also
be subject to rescission by the Issuer if expressly set forth in such notice.
So long as the Series 2024 Bond is held by the initial Holder, the final payment of the
principal of or Redemption Price, if applicable, on the Series 2024 Bond is payable to such initial
Holder without any presentation and surrender of the Series 2024 Bond at the office of the Paying
Agent. Otherwise, the final payment of the principal of or Redemption Price, if applicable, on the
Series 2024 Bond is payable only upon presentation and surrender of the Series 2024 Bond at the
office of the Paying Agent. Interest payable on any Series 2024 Bond on any Interest Date will be
paid by check or draft of the Paying Agent to the Holder in whose name such Bond shall be
registered at the close of business on the date which shall be the fifteenth day (whether or not a
business day) of the calendar month next preceding such Interest Date, or, unless otherwise
provided by Supplemental Resolution, at the option of the Paying Agent, and at the request and
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expense of such Holder, by bank wire transfer for the account of such Holder. In the event the
interest payable on any Series 2024 Bond is not punctually paid or duly provided for by the Issuer
on such Interest Date, such defaulted interest will be paid to the Holder in whose name such Bond
shall be registered at the close of business on a special record date for the payment of such
defaulted interest as established by notice to such Holder, not less than ten (10) days preceding
such special record date. All payments of principal of and Redemption Price, if applicable, and
interest on the Series 2024 Bond shall be payable in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts.
From and after the maturity date of the Series 2024 Bond, whether at fixed maturity, or
otherwise and payment to the initial Holder if then the holder of the Bond of the principal and
interest owing on the Series 2024 Bond or in all other cases the deposit of moneys and/or Securities
for the payment of the principal and interest on such Series 2024 Bond by the Issuer with the
Paying Agent, then, notwithstanding that the Series 2024 Bond shall not have been surrendered
for cancellation, no further interest shall accrue upon the principal or upon the interest which shall
have accrued and shall then be due on such date, and such Series 2024 Bond shall cease to be
entitled to any lien, benefit or security under this Resolution, and the Holder shall have no rights
in respect of such Series 2024 Bond except to receive payment of such principal and unpaid interest
accrued to the maturity date.
Redemption of the Series 2024 Bond shall be in accordance with and governed by the
Series 2024 Bond.
SECTION 2.3 Application of Loan Proceeds.
The proceeds of the Loan (in the amount of $28,056,620.00, representing the par amount
of the Series 2024 Bond in the amount of $28,152,000.00 less Bank origination and counsel fees
in the amount of $95,380.00) shall, simultaneously with the delivery of the Series 2024 Bond to
the Bank, be applied by the Issuer as follows:
(A) Pursuant to Section 4.3 of the Resolution, the Issuer hereby creates and establishes
within the Construction Fund (as defined in the Resolution) an account to be designated the "Series
2024 Construction Account" (the "Series 2024 Construction Account"). The Series 2024
Construction Account shall be kept separate and apart from all other funds and accounts of the
Issuer. Proceeds of the Series 2024 Bond shall be deposited into the Series 2024 Construction
Account on the date of issuance of the Series 2024 Bond and as set forth in the closing
memorandum signed by the Issuer.
The moneys on deposit in the Series 2024 Construction Account shall be withdrawn, used
and applied by the Issuer solely for the payment of interest on the Series 2024 Bond and Costs of
the Project in the manner provided in the Resolution. Until the proceeds of the Series 2024 Bond
are needed to pay costs of the Project, such proceeds shall be retained in the Series 2024
Construction Account to be invested and reinvested in Authorized Investments pursuant to Section
4.7 of the Resolution.
Upon completion of the Series 2024 Project any amounts then remaining in the Series 2024
Construction Account and not reserved by the Issuer for the payment of any remaining parts of the
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Costs of the Series 2024 Project shall be used to pay debt service on the Series 2024 Bond or to
redeem the Series 2024 Bond in the manner that the Series 2024 Bond is permitted to be redeemed
under the terms of the Resolution, or may be used for any other lawful purpose. Amounts on
deposit in the 2024 Construction Account are hereby pledged to secure the payment of the Series
2024 Bond.
(B) The Issuer covenants and agrees to establish a separate account with an Authorized
Depository selected by the Issuer, to be known as the "City of Clermont Water and Sewer Revenue
Bond, Series 2024, Costs of Issuance Account," which shall be used only for payment of the costs
and expenses described in this subsection. An amount sufficient to pay all costs and expenses
relating to the issuance of the Series 2024 Bond set forth on the closing memorandum shall be
deposited by the Issuer in the Costs of Issuance Account. Such moneys shall be in an amount
sufficient to pay all of the costs and expenses in connection with the preparation, issuance and sale
of the Series 2024 Bond, including fees of financial advisors, engineering and other consulting
fees, legal fees, and all other similar costs and all such costs and expenses shall be promptly paid
by the Issuer from said account to the Persons respectively entitled to receive the same. When all
moneys on deposit to the credit of said account shall have been disbursed by the Issuer for the
payment of such costs and expenses, said account shall be closed; provided, however, that if any
balance shall remain in said account six months after issuance of the Series 2024 Bond, such
moneys shall be used to pay debt service on the Series 2024 Bond or to redeem the Series 2024
Bond in the manner that the Series 2024 Bond is permitted to be redeemed under the terms of the
Resolution, or may be used for any other lawful purpose.
SECTION 2.4 Execution and Authentication of Series 2024 Bond.
The Series 2024 Bond shall be executed and authenticated in the manner provided in the
Original Instrument.
SECTION 2.5 Form of Bond.
The Series 2024 Bond shall be in substantially the following form with such omissions,
insertions and variations as may be necessary and/or desirable and approved by the officers of the
Issuer executing the Series 2024 Bond prior to the issuance thereof (which necessity and/or
desirability and approval shall be evidenced conclusively by the Issuer's delivery of the Series
2024 Bond to the Bank):
[FORM OF SERIES 2024 BOND[
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF LAKE
CITY OF CLERMONT
WATER AND SEWER REVENUE BOND, SERIES 2024
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Date of Issuance Interest Rate Final Maturity Date
May 16, 2024 Defined Below December 1, 2043
Registered Holder: SEACOAST NATIONAL BANK
Principal Amount: TWENTY-EIGHT MILLION ONE HUNDRED FIFTY-TWO THOUSAND
DOLLARS ($28,152,000)
KNOW ALL MEN BY THESE PRESENTS, that the City of Clermont, a
municipality created and existing under and by virtue of the laws of the State of Florida (the
"Issuer"), for value received, hereby promises to pay, solely from the sources of payment
hereinafter described, to the Registered Holder identified above, or registered assigns as
hereinafter provided, the Principal Amount identified above in installments in accordance with
Schedule I hereto with the final installment being payable on the Final Maturity Date identified
above and interest (calculated on the basis of a 360-day year comprised of twelve 30-day months)
on the unpaid Principal Amount outstanding from the Date of Issuance identified above or from
the most recent interest payment date to which interest has been paid, at the Interest Rate defined
below, subject to adjustment as provided herein, on June 1 and December 1 of each year
commencing December 1, 2024, or if date is not a business day, on or before the next succeeding
business day, until such Principal Amount shall have been paid in full or provided for, except as
the provisions hereinafter set forth with respect to prepayment prior to maturity may be or become
applicable hereto.
"Interest Rate" shall mean (i) upon initial issuance of the Series 2024 Bond, through and
including May 31, 2034, 3.40% per annum, and (ii) thereafter, commencing on June 1, 2034
through the final maturity date of the Series 2024 Bond, the interest rate per annum equal to the
Index Rate in effect on May 31, 2034, subject to adjustment as provided in the Series 2024 Bond.
As used herein "Index Rate" means the average yield on U.S. Treasury securities adjusted to a
constant maturity of one (1) year as published by Federal Reserve Statistical Release or other
comparable Federal Reserve publication on May 31, 2034. If the Index Rate is not published for
May 31, 2034, the Index Rate shall be the Index Rate determined as of the date next following
such date on which the Index Rate is published.
If the Holder determines that no adequate basis exists for determining the Index Rate, the
Index Rate is no longer available, reliable or representative (whether by the issuance of a public
statement by the administrator of the Index Rate or any relevant governmental bond or otherwise),
or that applicable law or regulation or compliance therewith by the Holder prohibits or restricts or
makes impossible the charging of interest based on the Index Rate, whether temporary,
permanently, or indefinitely (a "Replacement Event"), then the Holder may, in its sole discretion,
establish a new index to replace the Index Rate. Upon a Replacement Event, this Series 2024 Bond
shall be amended such that the Index Rate shall be replaced with a replacement benchmark rate or
index as determined by the Holder, in the Holders' sole discretion, which may be adjusted by the
Holder to include an additional spread or margin (which may be a positive or negative value, or
zero) (as so adjusted, the "Replacement Index"), such that when the original spread or margin
(over the Index Rate) used in determining the original rate of interest under this Series 2024 Bond
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is added to the Replacement Index, the new rate of interest pursuant to this Series 2024 Bond will
be substantially equivalent to the original rate of interest pursuant to this Series 2024 Bond in
effect for periods prior to the Replacement Event, all as determined by the Holder. In determining
the Replacement Index, the Holder may take into consideration any then -prevailing market
convention for selecting a replacement benchmark rate and accompanying spread or margin for
the Replacement Index. The replacement of the Index Rate with the Replacement Index shall be
operative immediately upon the Replacement Event without any action or consent of Borrower.
The Holder will notify Borrower in writing (a "Transition Notice") setting forth the Replacement
Index, the new applicable rate, the date of the Replacement Event, and the manner in which the
applicable rate will be periodically reset (based on such time periods as Holder determines in
Holder's discretion) based upon changes in the Replacement Index.
Such Principal Amount and interest and the premium, if any, on this bond are
payable in any coin or currency of the United States of America which, on the respective dates of
payment thereof, shall be legal tender for the payment of public and private debts. The final
payment of the Principal Amount and the premium, if any, on this bond, are payable, upon
presentation and surrender hereof, at the offices of the Issuer, Clermont, Florida, as paying agent,
or such other paying agent as the Issuer shall hereafter duly appoint (the "Paying Agent").
Payment of each installment of interest shall be made to the person in whose name this bond shall
be registered on the registration books of the Issuer maintained by the Issuer, Clermont, Florida,
as registrar, or such other registrar as the Issuer shall hereafter duly appoint (the "Registrar"), as
provided in the Resolution (hereinafter defined).
This bond (the "Bond") has been issued for the purpose of financing or refinancing,
including through reimbursement, Costs of the Series 2024 Project (defined in the hereinafter
described Resolution) and paying the costs of issuing the Series 2024 Bond, under the authority of
and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter
166, Part II, Florida Statutes, as amended, and other applicable provisions of law (the "Act"), and
Resolution No. 1162 duly adopted by the City Council of the Issuer on October 24, 2000, as
amended and supplemented from time to time, particularly as supplemented by the resolution duly
adopted by the City Council of the Issuer on May 14, 2024 (collectively, the "Resolution"), and is
subject to all the terms and conditions of the Resolution.
The principal of, premium, if any, and interest on this bond are payable solely from
and secured by a lien upon and a pledge of the Pledged Revenues (as defined in the Resolution),
including the Net Revenues (as defined in the Resolution) to be derived from the operation of the
Issuer's water and sewer system (the "System"), and, until applied in accordance with the
provisions of the Resolution, the proceeds of the Bond and all moneys, including investments
thereof, in certain of the funds and accounts established pursuant to the Resolution, all in the
manner and to the extent described in the Resolution (collectively, the "Pledged Funds"). This
Bond is not secured by the Reserve Fund (as defined in the Resolution) or any account therein. It
is expressly agreed by the Registered Holder of this bond that the full faith and credit of neither
the Issuer, the State of Florida, nor any political subdivision thereof, is pledged to the payment of
the principal of or premium, if any, or interest on this Bond and that the Registered Holder shall
never have the right to require or compel the exercise of any taxing power of the Issuer, the State
of Florida, or any political subdivision thereof, to the payment of such principal, premium, if any,
and interest. This Bond and the obligation evidenced hereby shall not constitute a lien upon the
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System or any other property of the Issuer, except the Pledged Funds, and shall be payable solely
from the Pledged Funds in accordance with the terms of the Resolution.
Upon the occurrence of a Determination of Taxability (defined below), this Bond
or the affected portions thereof will bear interest at a rate of interest per annum from the date of
the Event of Taxability (defined below) relating thereto equal to the Interest Rate divided by (i) 1
minus (ii) the maximum rate of income taxation imposed on corporations for federal tax purposes
as of the first day as of which interest on this Bond is included in the gross income of the Holder
for federal income tax purposes (the "Taxable Rate"). "Determination of Taxability" means
receipt by the Issuer of a final judgment by a court of competent jurisdiction or a final official
action of the Internal Revenue Service determining that an Event of Taxability has occurred,
"Event of Taxability" means the circumstance of any interest payable with respect to this Bond
becoming includable in the gross income of the Bondholder for federal income tax purposes as a
result of conditions arising from any action or inaction of the Issuer.
In the event any principal of or interest on this Bond is not paid within ten (10) days
after due, interest shall accrue on the sum of the principal balance and accrued interest then
outstanding under the Default Rate until such principal and interest have been paid in full. "Default
Rate" shall mean the lesser of (i) the then stated interest rate on the Series 2024 Bond plus 6.0%
per annum or (ii) the maximum lawful rate.
The Issuer may, subject to the provisions of the Resolution and not less than thirty
(30) days' prior written notice directly to the Bondholder, prepay the principal of this Bond in a
minimum denomination of $1,000,000 and additional increments of $1,000 in excess thereof, in
whole or in part, at any time or times, at a prepayment price of 100% of the principal amount being
prepaid, plus accrued interest to the prepayment date on such prepaid principal, without premium
or penalty.
Notwithstanding any provision contained herein to the contrary, in no event shall
the interest contracted for, charged or received in connection with the Bond (including any other
costs or considerations that constitute interest under the laws of the State of Florida which are
contracted for, charged or received) exceed the maximum rate of interest allowed under the laws
of the State of Florida. In the event this Bond is prepaid in accordance with the provisions hereof,
then such amounts that constitute payments of interest, together with any costs or considerations
which constitute interest under the laws of the State of Florida, may never exceed an amount which
would result in payment of interest at a rate in excess of the non -usurious interest allowed by the
laws of the State of Florida.
THE ISSUER AND, BY ACCEPTANCE OF THIS BOND, THE
BONDHOLDER EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED UPON THIS BOND OR ARISING OUT OF, UNDER OR IN CONJUNCTION
WITH THIS BOND OR THE OTHER LOAN DOCUMENTS OR ARISING OUT OF ANY
COURSE OF CONDUCT, COURSE OF DEALING, ACTS OR OMISSIONS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.
Notice of prepayment shall be given in the manner required by the Resolution.
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This Bond is and has all the qualities and incidents of a negotiable instrument under
the laws of the State of Florida, but may be transferred only in accordance with the terms of the
Resolution only upon the books of the Issuer kept for that purpose at the office of the Registrar by
the Registered Holder in person or by such Holder's attorney duly authorized in writing, upon the
surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Registered Holder or such Holder's attorney duly authorized in writing, and
thereupon a new Bond in the same principal amount shall be issued to the transferee in exchange
therefor, and upon the payment of the charges, if any, prescribed in the Resolution. This Bond is
issuable only as a single fully -registered Bond. The Issuer, the Registrar and any Paying Agent
may treat the Registered Holder of this Bond as the absolute owner hereof for all purposes, whether
or not this Bond shall be overdue, and shall not be affected by any notice to the contrary. The
Issuer and the Registrar shall not be obligated to make any exchange or transfer of this Bond during
the fifteen (15) days next preceding an interest payment date or, in the case of any proposed
prepayment of this Bond, during the fifteen (15) days next preceding the prepayment date
established for this Bond.
Neither the members of the City Council of the Issuer nor any person executing this
bond shall be liable personally hereon or be subject to any personal liability or accountability by
reason of the issuance hereof.
It is hereby certified and recited 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 Bond, exist,
have happened and have been performed, in regular and due form and time as required by the
Constitution and laws of the State of Florida applicable thereto, and that the issuance of this Bond
does not violate any constitutional or statutory limitations or provisions.
This Bond shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually signed by the Registrar.
IN WITNESS WHEREOF, the City of Clermont, Florida, has issued this Bond and
has caused the same to be executed by the manual or facsimile signature of its Mayor and attested
and countersigned by the manual or facsimile signature of its City Clerk and its official seal or a
facsimile thereof to be affixed or reproduced hereon, all as of the 16a' day of May, 2024.
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87492270.v5
CITY OF CLERMONT, FLORIDA
(OFFICIAL SEAL)
Tim Murry, Mayor
ATTESTED AND COUNTERSIGNED:
Nicole Wisniewski, Deputy City Clerk
Approved as to Form:
By: Daniel F. Mantzaris, City Attorney
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87492270.v5
CERTIFICATE OF AUTHENTICATION
This Bond is of the issue described in the within -mentioned Resolution.
Date of Authentication: May 16, 2024
CITY OF CLERMONT, FLORIDA,
as Registrar and Paying Agent
By:
Scott Borror, Finance Director
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87492270.v5
SCHEDULEI
BOND PRINCIPAL PAYMENTS
December 1
Principal Amounts
2024
$ 500,000
2025
500,000
2026
500,000
2027
500,000
2028
500,000
2029
500,000
2030
500,000
2031
1,539,000
2032
1,592,000
2033
1,646,000
2034
1,702,000
2035
1,760,000
2036
1,820,000
2037
1,882,000
2038
1,945,000
2039
2,012,000
2040
2,080,000
2041
2,151,000
2042
2,224,000
2043
2,299,000
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87492270.v5
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the within bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants in common
UNIF TRANS MIN ACT --
(Cust.)
Custodian for
under Uniform Transfer to Minors Act of
(State)
Additional abbreviations may also be used though not in list above.
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87492270.v5
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Social Security or Other
Identifying Number of Assignee
(Name and Address of Assignee)
the within bond and does hereby irrevocably constitute and appoint
as attorneys to register the transfer of the said bond on the books kept for registration thereof with
full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an institution which is a participant in the
Securities Transfer Agent Medallion Program
(STAMP) or similar program.
NOTICE: The signature to this assignment
must correspond with the name of the
Registered Holder as it appears upon the face
of the within bond in every particular,
without alteration or enlargement or any
change whatever and the Social Security or
other identifying number of such assignee
must be supplied.
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87492270.v5
ARTICLE 3
SECURITY, PLEDGED FUNDS AND
APPLICATION THEREOF
SECTION 3.1 Series 2024 Bond not to be Indebtedness of Issuer.
The Series 2024 Bond shall not be or constitute a general obligation or indebtedness of the
Issuer as a "bond" within the meaning of any constitutional or statutory provision, but shall be
special obligations of the Issuer, payable solely from and secured by a lien upon and pledge of the
Pledged Funds in accordance with the terms of this Resolution and the Original Instrument. No
Holder of any Series 2024 Bond shall ever have the right to compel the exercise of the ad valorem
taxing power of the Issuer to pay such Series 2024 Bond or be entitled to payment of such Series
2024 Bond from any moneys or property of the Issuer except the Pledged Funds in the manner
provided herein and in the Original Instrument.
SECTION 3.2 Security for Series 2024 Bond.
The payment of the principal of or Redemption Price, if applicable, and interest on the
Series 2024 Bond shall be secured forthwith equally and ratably by a pledge of and prior lien upon
the Pledged Funds in the manner and to the extent described herein. The Pledged Funds shall be
subject to the lien of this pledge immediately upon the issuance and delivery of the Series 2024
Bond, without any physical delivery by the Issuer of the Pledged Funds or further act, and the lien
of this pledge shall be valid and binding as against all parties having claims of any kind against
the Issuer, in tort, contract or otherwise. The Issuer does hereby irrevocably pledge the Pledged
Funds to the payment of the principal of or Redemption Price, if any, and interest on the Series
2024 Bond in the manner and to the extent provided in this Resolution and the Original Instrument.
The Series 2024 Bond shall not be secured by the Reserve Fund or any account therein.
SECTION 3.3 Application of Provisions of Original Instrument.
The Series 2024 Bond shall for all purposes be considered to be an Additional Bond issued
under the Issuer of Section 6.2 of the Original Instrument and shall be entitled to all the protection
and security provided in and by the Original Instrument for Bonds as provided therein.
ARTICLE 4
MISCELLANEOUS
SECTION 4.1 Audit. Budget and Other Information.
The Issuer will furnish to the Holder (i) within 5 days of receipt, but in no event later than
270 days of each fiscal year-end, annual audited financial statements of the Issuer prepared in
accordance with auditing standards generally accepted in the Unites States of America and the
standards applicable to financial audits contained in Governmental Auditing Standards, issued by
Comptroller, General of the United States, (ii) within 30 days of the beginning of each fiscal year,
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annual Issuer -prepared budget which shall include at a minimum: income statement, balance sheet,
and details related to capital expenditures and financing plans, and (iii) such other additional
information that the Holder may from time to time reasonably request.
SECTION 4.2 General Issuer.
The members of the Governing Body and the Issuer's officers, attorneys and other agents
and employees are hereby authorized to do all acts and things required of them by this Resolution
or desirable or consistent with the requirements hereof for the full, punctual and complete
performance of all of the terms, covenants and agreements contained in the Series 2024 Bond and
this Resolution, and they are hereby authorized to execute and deliver all documents which shall
be reasonably required by Bond Counsel or the Bank to effectuate the sale and delivery of the
Series 2024 Bond.
SECTION 4.3 Authorization of Execution of Certificates and Other Instruments.
The Mayor, the Clerk and the Finance Director are each hereby authorized and directed,
under the official seal of the Issuer, to execute and deliver certificates of the Issuer certifying such
facts as the Issuer's attorney or Bond Counsel shall require in connection with the issuance, sale
and delivery of the Series 2024 Bond, and to execute and deliver such other instruments as shall
be necessary or desirable to perform the Issuer's obligations under the Original Instrument and
this Resolution to consummate the transactions contemplated hereby and thereby.
SECTION 4.4 No Personal Liabilitv.
No representation, statement, covenant, warranty, stipulation, obligation or agreement
herein contained, or contained in the Series 2024 Bond, or in any certificate or other instrument to
be executed on behalf of the Issuer in connection with the issuance of the Series 2024 Bond, shall
be deemed to be a representation, statement, covenant, warranty, stipulation, obligation or
agreement of any member of the Governing Body, officer, employee or agent of the Issuer in his
or her individual capacity, and none of the foregoing persons nor any officer of the Issuer executing
the Series 2024 Bond, or any certificate or other instrument to be executed in connection with the
issuance of the Series 2024 Bond, shall be liable personally thereon or be subject to any personal
liability or accountability by reason of the execution or delivery thereof.
SECTION 4.5 No Third Partv Beneficiaries.
Except such other Persons as may be expressly described herein or in the Series 2024 Bond,
nothing in this Resolution, or in the Series 2024 Bond, expressed or implied, is intended or shall
be construed to confer upon any Person other than the Issuer, the Insurer and the Holder any right,
remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof,
or of the Series 2024 Bond, all provisions hereof and thereof being intended to be and being for
the sole and exclusive benefit of the Issuer, the Insurer and the Persons who shall from time to
time be the Holder.
SECTION 4.6 Severability of Invalid Provisions.
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If any one or more of the covenants, agreements or provisions of this Resolution shall be
held contrary to any express provision of law or contrary to the policy of express law, though not
expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid,
then such covenants, agreements or provisions shall be null and void and shall be deemed separable
from the remaining covenants, agreements and provisions of this Resolution and shall in no way
affect the validity of any of the other covenants, agreements or provisions hereof or of the Series
2024 Bond.
SECTION 4.7 Repeal of Inconsistent Resolutions.
All other resolutions or parts thereof in conflict herewith are hereby superseded and
repealed to the extent of such conflict.
effect.
SECTION 4.8 Original Instrument in Full Force and Effect.
Except as hereby supplemented, the Original Instrument shall remain in full force and
SECTION 4.9 Table of Contents and Headings not Part Hereof.
The Table of Contents preceding the body of this Resolution 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 Resolution or affect its meaning, construction or effect.
[Remainder of Page Intentionally Left Blank]
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87492270.v5
SECTION 4.10 Effective Date.
This Resolution shall become effective immediately upon its passage.
PASSED, APPROVED AND ADOPTED this 14`h day of May, 2024.
CITY COUNCIL OF THE CITY OF
CLERMONT
By:
Tim Murry, Ma or
(OFFICIAL SEAL)
ATTEST:
//- wt"" t-
Nicole Wisniewski, Deputy City Clerk
Approve o o •m:
Daniel F. Mantzans
I, Nicole Wisniewski, Deputy Clerk of the City of Clermont, Florida, hereby certify that
the foregoing is a true and correct copy of Resolution No. 2024-16R of said City passed and
adopted on May 14, 2024.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed a official seal of
said City this 14th day of May, 2024. k
icole Wisniewski, Deputy City Clerk
(OFFICIAL SEAL)
87492270.v5