R-93-783• •
RESOLUTION NO . 7 R "~
A REBOLIITION OF THE GOVERNING BODY OF THE CITY
OF CLERMONT, FLORIDA, AUTHORIZING THE
BORROWING OF NOT 88CEEDING $ 8,000.000 FROM
THE CITY OF ARCADIA, FLORIDA, DEDICATED POOL
LOCAL GOVERNMENT REVENUE BONDS, BERIEB 1993 TO
PAY AND PREPAY CERTAIN OUTSTANDING OBLIGATIONS
OF THE CITY OF CLERMONT, FLORIDA; AUTHORIZING
THE B%ECUTION AND DELIVERY OF A LOAN AGREEMENT
IN CONNECTION THEREWITH; AUTHORIZING THE
ISSUANCE OF A PROMISSORY NOTE TO EVIDENCE THE
OBLIGATION OF THE CITY OF CLERMONT TO REPAY
THE LOAN TO BE INCURRED UNDER SUCH LOAN
AGREEMENT; AUTHORIZING THE PLEDGE OF CERTAIN
REVENUES OF THE CITY OF CLERMONT TO SECURE THE
REPAYMENT OF THE LOAN AND THE NOTE; FI%ING THE
TERM AND REPAYMENT PROVISIONS THEREOF;
AUTHORIZING THE EBECUTION AND DELIVERY OF
SIIPPLEMENTAL LOAN AGREEMENT WITH THE CITY OF
GULF BREEZE, FLORIDA; AUTHORIZING CERTAIN
OTHER MATTERS IN CONNECTION THEREWITH AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Clermont, Florida (the "Borrower"), is
duly authorized pursuant to the Constitution and Chapter 166, Part
II, Florida Statutes, as amended, and other applicable provisions
of law (collectively, the "Act") to acquire and construct capital
projects for the benefit of the citizens and residents of the
Borrower and to borrow money to facilitate financing of the costs
of such projects and to borrow money to refinance the cost of such
projects; and
WHEREAS, the City of Arcadia, Florida (the "Sponsor") has
heretofore established or shall soon establish a loan pool program
(the "Refunding and Improvement Program") for the purpose of
financing and refinancing certain capital projects of participating
local governmental entities situated in the State of Florida; and
WHEREAS, the Borrower wishes to pay and prepay from funds
borrowed from the Refunding and Improvement Program the outstanding
balance of certain of the Borrower's Outstanding Obligations (as
defined in the Loan Agreement) issued for the purpose of financing
certain capital projects; and
WHEREAS, the municipal bond insurance company which insures
the bonds to be issued by the Sponsor to fund the Refunding and
Improvement Program (the "Credit Facility Issuer") will approve the
Governmental Unit as a Borrower under the Refunding and Improvement
Program; and
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WHEREAS, the Borrower wishes to identify the Outstanding
Obligations to be paid and prepaid under the Refunding and
Improvement Program; and
WHEREAS, to evidence its obligation to repay the loan of funds
from the Refunding and Improvement Program (the "Loan"), the
Borrower will execute and deliver a Loan Agreement (the "Loan
Agreement") and a promissory note pursuant to the Loan Agreement
(the "Governmental Unit Note"); and
WHEREAS, to secure its obligation to repay the Governmental
Unit Note, the Borrower will pledge as security for the
Governmental Unit Note the Pledged Revenues, as defined in the Loan
Agreement (the "Pledged Revenues"); and
WHEREAS, the Borrower wishes to approve the form of the Loan
Agreement and Governmental Unit Note and to authorize the officers
and employees of the Borrower to take all action necessary to
obtain the proceeds of the Loan and complete the financing of the
payment and prepayment of the Outstanding Obligations in the manner
contemplated by the Loan Agreement,
NOW, THEREFORE, BE IT RESOLVED by the governing body of the
City of Clermont, Florida, as follows:
Section 1. DEFINITIONS. Terms defined in the preambles
hereof shall have the meanings set forth therein. All capitalized
terms used herein which are defined in the Loan Agreement shall
have the meanings assigned thereto in the Loan Agreement, unless
the context hereof affirmatively requires otherwise.
Section 2. FINDINGS. It is hereby found, determined and
declared that:
(A) The payment and prepayment of the Outstanding
Obligations of the Borrower from the proceeds of the Loan is in the
best interests of the Governmental Unit and will enable Borrower to
reduce its debt service obligations.
(B) The estimated receipts of Pledged Revenues are
sufficient to pay the principal and interest and all other amounts
payable with respect to the Loan and the Governmental Unit Note.
(C) The Pledged Revenues are not pledged, encumbered or
hypothecated by any resolution, agreement, indenture, ordinance or
other instrument to which the Borrower is a party or by which it is
bound, except as otherwise set forth in the Loan Agreement.
Section 3. FINANCING AUTHORIZED. The cost of financing the
payment and prepayment of the Outstanding Obligations as described
herein, in the manner provided in the Loan Agreement is hereby
• authorized and approved, in the amount of not exceeding $ g ~ 000 , 000
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"• Section 4. AUTHORIZATION OF EXECUTION AND DELIVERY OF THE
LOAN AGREEMENT. The Loan Agreement, in substantially the form
attached hereto as Exhibit "A", including the Governmental Unit
Note attached thereto, with such changes, alterations and
corrections as may be approved by the Authorized Officer as
provided in Section 1.3 of the Loan Agreement, such approval to be
presumed by his execution thereof, is hereby approved by the
Borrower, and the Borrower hereby designates the City Manager or
his designee as the Authorized Officer within the meaning of this
Resolution and the Loan Agreement and authorizes and directs said
Authorized Officer to execute the Loan Agreement and the
Governmental Unit Note and to deliver to the Administrator and Sun
Bank, National Association, as Trustee, the Loan Agreement and the
Governmental Unit Note, all of the provisions of which, when
executed and delivered by the Borrower as authorized herein and by
the Administrator and the Trustee duly authorized, shall be deemed
to be a part of this instrument as fully and to the same extent as
if incorporated verbatim herein.
Section 5. ISSUANCE OF THE GOVERNMENTAL UNIT NOTE; SECURITY.
The Loan shall be evidenced by the Governmental Unit Note, issued
in the amount of the Loan. The Authorized Officer is hereby
authorized to issue and deliver the Governmental Unit Note against
receipt of the proceeds of the Loan as provided in the Loan
Agreement. The Governmental Unit Note shall have such terms and
provisions, shall bear interest at such rates, and payable at such
• times, and shall mature in such amounts on such dates, all as are
set forth in the Loan Agreement. Upon issuance, the Governmental
Unit Note shall be secured by a lien upon and pledge of the Pledged
Revenues identified in the Loan Agreement. The Borrower hereby
pledges and grants a lien upon said Pledged Revenues, in favor of
the Governmental Unit Note, all in the manner set forth in the Loan
Agreement and the Governmental Unit Note.
Section 6. SUPPLEMENTAL LOAN AGREEMENT. The Supplemental
Loan Agreement among the Borrower, Sun Bank, National Association,
as trustee, and the City of Gulf Breeze, Florida, in substantially
the form attached hereto as Exhibit "B", together with the Escrow
Deposit Agreement described therein, with such changes, alterations
and corrections as may be approved by the Authorized Officer, such
approval to be presumed by his execution thereof, are hereby
approved by the Borrower and the Borrower hereby authorizes and
directs said Authorized Officer to execute the Supplemental Loan
Agreement and the Escrow Deposit Agreement and to deliver the same
to the other parties thereto.
Section 7. NO PERSONAL LIABILITY. No covenant, stipulation,
obligation or agreement herein contained or contained in the Loan
Agreement shall be deemed to be a covenant, stipulation, obligation
or agreement of any member, agent or employee of the Borrower or
its governing body in his or her individual capacity, and neither
• the members of the governing body of the Borrower nor any official
61N\M1Ii.KER11\II.OC).1\05/06/93 - ~ -
•
•~ executing the Loan Agreement
liable personally thereon or
or accountability by reason
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or the Governmental Unit Note shall be
be subject to any personal liability
of the issuance thereof.
Section 8. NO THIRD PARTY BENEFICIARIES. Except as herein
or in the Loan Agreement otherwise expressly provided, nothing in
this instrument or in the Loan Agreement, expressed or implied, is
intended or shall be construed to confer upon any person, firm or
corporation other than the Borrower, the Administrator, the Credit
Facility Issuer, the City of Clermont, Florida and the Trustee any
right, remedy or claim, legal or equitable, under and by reason of
this instrument or any provision thereof or of the Loan Agreement,
this instrument and the Loan Agreement intended to be and being for
the sole and exclusive benefit of the Borrower, the Administrator,
the Credit Facility Issuer, the City of Clermont, Florida, and the
Trustee.
Section 9. PREREQUISITES PERFORMED. All acts, conditions
and things relating to the passage of this instrument, to the
execution of the Loan Agreement and the Governmental Unit Note
required by the Constitution or laws of the State of Florida to
happen, exist and be performed precedent to and in the passage
hereof and precedent to the execution and delivery of the Loan
Agreement and the Governmental Unit Note, have been performed as so
required.
Section 10. GENERAL AUTHORITY. The members of the governing
body of the Borrower and the Borrower's officers, attorneys,
engineers or other agents or employees are hereby authorized to do
all acts and things required of them by this instrument, the Loan
Agreement or the Governmental Unit Note, or desirable or consistent
with the requirements hereof or the Loan Agreement or the
Governmental Unit Note, for the full, punctual and complete
performance of all the terms, covenants and agreements contained in
the Loan Agreement, the Governmental Unit Note, and this
instrument.
Section 11. THIS INSTRUMENT CONSTITUTES A CONTRACT. The
Borrower covenants and agrees that this instrument shall constitute
a contract between the Borrower and the owners from time to time of
the Governmental Unit Note and that all covenants and agreements
set forth herein and in the Loan Agreement and the Governmental
Unit Note to be performed by the Borrower shall be for the equal
and ratable benefit and security of all owners of the Governmental
Unit Note.
Section 12. INTERLOCAL AGREEMENT. The Loan Agreement and the
Governmental Unit Note incorporated by reference therein, shall be
deemed to be an Interlocal Agreement with the City of Arcadia,
Florida, within the meaning of Chapter 163, Part I, Florida
Statutes, and shall be filed of record in accordance with the
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6TN\MNITIIRERH\II.O.J.1\05/06/93
• provisions of the Florida Interlocal Cooperation Act upon
acceptance of the Loan Agreement by the Administrator.
Section 13. SEVERABILITY OF INVALID PROVISIONS. If any one
or more of the covenants, agreements or provisions herein contained
shall be held contrary to any express provisions of law or contrary
to the policy of express Iaw, 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 or provisions and shall in no way affect the
validity of the other provisions hereof or of the Loan Agreement or
the Governmental Unit Note.
Section 14. NEGOTIATED SALE NECESSARY. It is hereby found,
ascertained, determined and declared by the Borrower that a
negotiated borrowing under the Refunding and Improvement Program is
in the best interest of the Borrower and is found to be necessary
on the basis of the following reasons as to which specific findings
are hereby made:
(1) A competitive sale of the Notes would in all
probability not produce better terms than a negotiated sale
particularly in view of the timing of such an offering and the
current instability of the bond market.
• (2) The Refunding and Improvement Program offers the
Borrower the economies of a large scale financing and a
sophisticated credit structure which the Borrower could not command
in the market in solitary financings.
Section 15. AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The
members of the governing body, the City Manager and his designees,
the City Attorney, the Clerk and Deputy Clerk to the Borrower and
the Bond Counsel for the Sponsor, are designated agents of the
Borrower in connection with the issuance and delivery of the
Governmental Unit Note and are authorized and empowered,
collectively, or individually, to take all action and steps to
execute and deliver any and all instruments, documents or contracts
on behalf of the Borrower which are necessary or desirable in
connection with the execution and delivery of the Governmental Unit
Note and which are not inconsistent with the terms and provisions
of this resolution and other actions relating to the Governmental
Unit Note heretofore taken by the Borrower.
Section 16. NO OBLIGATION. Notwithstanding anything
contained herein, this resolution shall not create any liability or
obligation of the Borrower or make the Borrower liable for the
payment of any moneys unless and until the Loan Agreement and the
Governmental Unit Note are executed and delivered in accordance
with Section 4 hereof.
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c~ Section 17. REPEALING CLAUSE. All resolutions or parts
thereof of the Borrower in conflict with the provisions herein
contained are, to the extent of such conflict, hereby superseded
and repealed.
Section 18. EFFECTIVE DATE. This instrument shall take
effect immediately upon its adoption.
CITY OF CLERMONT, FLORIDA
Borrower
(SEAL)
By:
Robert A. Pool
_ - Its: M~,,yor
ATTEST:
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Its ity Cl
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