R-2013-34 CITY OF CLERMONT
RESOLUTION NO. 2013-34
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLERMONT,
FLORIDA, AMENDING AND SUPPLEMENTING RESOLUTION NO. 1258
ADOPTED BY THE CITY COUNCIL ON JUNE 6,2002,AS AMENDED AND
SUPPLEMENTED BY RESOLUTION NO. 2012-33 ADOPTED BY THE
CITY COUNCIL ON OCTOBER 9, 2012, WHICH RESOLUTION
AUTHORIZED THE ISSUANCE BY THE CITY OF PUBLIC
IMPROVEMENT REVENUE BONDS AS PROVIDED THEREIN; FOR THE
PURPOSES OF AMENDING CERTAIN PROVISIONS OF SUCH
RESOLUTION TO PROVIDE THAT THE LOCAL GOVERNMENT HALF-
CENT SALES TAX PLEDGED TO SECURE THE PAYMENT OF THE
PUBLIC IMPROVEMENT REVENUE BONDS ISSUED PURSUANT TO
SUCH RESOLUTION SHALL ONLY SECURE THE PAYMENT OF THE
PUBLIC IMPROVEMENT REFUNDING REVENUE NOTE, SERIES 2012
ISSUED THEREUNDER AND SHALL NOT SECURE THE PAYMENT OF
ANY OTHER ADDITIONAL BONDS HEREAFTER ISSUED THEREUNDER;
AND PROVIDING AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Clermont, Lake County, Florida as follows:
SECTION 1. DEFINITIONS
All terms used in this Resolution (this "Supplemental Resolution"), which are not defined herein,
shall have the meanings specified in the Resolution No. 1258 adopted by the City Council (the
"City Council") of the City of Clermont, Florida (the "City"), on June 6, 2002, as amended and
supplemented by Resolution No. 2012-33 adopted by the City Council on October 9, 2012
(collectively, the "Original Resolution"), which provides for the issuance by the City of public
improvement revenue bonds. The Original Resolution as amended and supplemented by this
Supplemental Resolution is hereinafter referred to as the"Bond Resolution."
SECTION 2. AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION
This Supplemental Resolution is adopted pursuant to the provisions of Chapter 166, Part II,
Florida Statutes, as amended, and other applicable provisions of law.
SECTION 3. FINDINGS
It is hereby ascertained, determined and declared:
(A) It is desirable and in the best financial interests of the City to amend certain
provisions of the Original Resolution to provide that the Sales Tax pledged to
secure the payment of bonds issued pursuant to the Original Resolution shall only
secure the payment of the Public Improvement Revenue Refunding Note, Series
2012 issued thereunder and shall not secure the payment of any other Additional
Bonds hereafter issued thereunder.
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(B) Section 7.2 of the Original Resolution permits the Original Resolution to be
amended as hereinafter provided pursuant to and in accordance with the
provisions thereof upon receipt of the consent of not less than a majority in
aggregate principal amount of the Bonds then outstanding.
(C) SunTrust Bank, the Holder of the Public Improvement Revenue Refunding Note,
Series 2012, which is the only Bond currently Outstanding under the Original
Resolution, has consented to the amendments to be made pursuant to Section 4 of
this Supplemental Resolution, a copy of which consent is attached hereto as
Exhibit A.
SECTION 4. AMENDMENTS TO ORIGINAL RESOLUTION
(A) Section 1.1 of the Original Resolution is hereby amended to add a new definition
in alphabetical order of"Sales Tax Fund"to read as follows:
"Sales Tax Fund" shall mean the Sales Tax Fund established pursuant to
Section 4.4 hereof.
(B) Section 1.1 of the Original Resolution is hereby amended to add a new definition
in alphabetical order of"Series 2012 Note"to read as follows:
"Series 2012 Note" shall mean the City's outstanding City of Clermont,
Florida Refunding Revenue Notes, Series 2012, dated October 18, 2012,
issued as an Additional Bond under the Resolution on October 18, 2012.
(C) Section 1.1 of the Original Resolution is hereby amended to add a new definition
in alphabetical order of"Balloon Indebtedness"to read as follows:
"Balloon Indebtedness" shall mean debt twenty-five percent (25%) or
more of the original principal amount of which matures during any one
Fiscal Year.
(D) Section 1.1 of the Original Resolution is hereby amended to add a new definition
in alphabetical order of"Option Bonds"to read as follows:
"Option Bonds" shall mean Bonds subject to tender for payment prior to
their matunty at the option of the Holder thereof.
(E) The definition of "Debt Service Requirement" contained in Section 1.1 of the
Original Resolution is hereby amended to add a new paragraph (4) thereto
immediately following paragraph (3) thereto, to read as follows:
(4) For purposes of determining the Debt Service Requirement for any
Bond Year pursuant to paragraphs (1), (2), and (3) of this definition, the
Debt Service Requirement on debt that constitutes Balloon Indebtedness,
whether bearing interest at a fixed interest rate or, Balloon Indebtedness
that constitutes Variable Rate Bonds, shall be determined assuming it is
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amortized over 20 years on an approximately level annual debt service
basis. If Bonds are Option Bonds, the date or dates of tender shall be
disregarded, unless actually tendered and not remarketed, and the stated
maturity dates thereof shall be used for purposes of this calculation.
(F) The definition of "Pledged Funds" contained in Section 1.1 of the Original
Resolution is hereby amended and restated in its entirety to read as follows:
"Pledged Funds" shall mean the Pledged Revenues (provided that the
Sales Tax shall only secure the payment of the Series 2012 Note and shall
not secure the payment of any Additional Bonds issued hereunder), and,
until applied in accordance with the provisions of this Resolution, the
proceeds of the Bonds and all moneys, including investments thereof, in
the Restricted Revenue Account and the Debt Service Fund (provided that
the Sales Tax Fund shall only secure the payment of the Series 2012 Note
and shall not secure the payment of any Additional Bonds).
(G) The definition of "Pledged Revenues" contained in Section 1.1 of the Original
Resolution is hereby amended and restated in its entirety to read as follows:
"Pledged Revenues" shall mean the Public Service Tax, the
Communications Tax and the Sales Tax; provided, however, that the Sales
Tax shall only secure the payment of the Series 2012 Note and shall not
secure the payment of any Additional Bonds issued hereunder after
December 10, 2013, all in the manner to the extent provided herein.
(H) The first paragraph of Section 4.4 (entitled "Funds and Accounts") of the Original
Resolution is hereby amended and restated in its entirety to read as follows:
The Issuer covenants and agrees to establish with one or more Authorized
Depositones separate funds to be known as the "City of Clermont Public
Improvement Revenue Bonds Revenue Fund," the "City of Clermont
Public Improvement Revenue Bonds Debt Service Fund," the "City of
Clermont Public Improvement Revenue Bonds Rebate Fund," the "City of
Clermont Public Improvement Revenue Bonds Note Payment Fund" and
the "City of Clermont Sales Tax Fund." The Issuer shall maintain in the
Revenue Fund two accounts: the "Restricted Revenue Account" and the
"Unrestricted Revenue Account." The Issuer shall maintain in the Debt
Service Fund four accounts: the "Interest Account," the "Principal
Account," the "Bond Amortization Account," and the "Reserve Account."
Moneys in the Restricted Revenue Account, the Debt Service Fund and
the Sales Tax Fund, until applied in accordance with the provisions hereof,
shall be subject to a lien and charge in favor of the Holders and for the
further security of the Holders, (provided that the Sales Tax Fund shall
only secure the Series 2012 Note), all in the manner and to the extent
provided herein.
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(I) The lead-in clause set forth in paragraph (A) of Section 4.5 of the Original
Resolution (entitled "Flow of Funds") is hereby amended and restated in its
entirety to read as follows:
(A) The Issuer shall deposit the Public Service Tax and the
Communications Tax into the Restricted Revenue Account, promptly
upon receipt. On or before the 25th day of each month, the monies in the
Restricted Revenue Account shall be deposited or credited in the
following manner in the following order of priority:
(J) Section 4.5 of the Original Resolution (entitled "Flow of Funds") is hereby
amended to add at the end of such section a new paragraph(F)to read as follows:
(F) Sales Tax Fund. The Issuer shall deposit all Sales Tax into the
Sales Tax Fund promptly upon receipt thereof. After the 25th day of each
month, and on or before the 28th day of each month, after the Issuer shall
have applied the moneys in the Restricted Revenue Account as required in
Section 4.5(A) hereof, to the extent of any deficiencies in the amounts
required to be deposited into the Interest Account, the Principal Account
or the Bond Amortization Account related and allocable to the payment of
debt service on the Series 2012 Note, pursuant to Section 4.5(A) above,
the Issuer shall deposit into or credit into the Interest Account, the
Principal Account, or the Bond Amortization Account, as applicable, the
amount of any such deficiencies therein so as to cure any deficiencies
thereto to the extent the amounts on deposit in the Sales Tax Fund are
sufficient for such purposes, but only to the extent such monies are
required to pay the debt service on the Series 2012 Note. Notwithstanding
any other provisions contained herein to the contrary, the Sales Tax shall
only be applied to the payment of debt service on the Series 2012 Note
and shall not be applied to the payment of debt service on any Additional
Bonds. Not later than the last day of each month, the balance of any
moneys remaining on deposit in the Sales Tax Fund after the payments
described in this paragraph have been made, shall be transferred by the
Issuer to any other appropriate fund or account of the Issuer and be used
by the Issuer for any lawful purpose. When the Series 2012 Note shall
have been paid in full or defeased in accordance with the provisions of this
Resolution and is no longer Outstanding under the Resolution, then the
lien on the Sales Tax shall be released automatically, without any further
act, no additional Sales Tax shall be deposited into the Sales Tax Fund,
and the Sales Tax Fund shall be closed.
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(K) The first two paragraphs of Section 4.7 of the Onginal Resolution (entitled
"Investments") are hereby amended and restated in their entirety to read as
follows:
The Construction Fund, the Restricted Revenue Account, the Debt Service
Fund, the Sales Tax Fund and the Note Payment Fund shall be
continuously secured in the manner by which the deposit of public funds
are authorized to be secured by the laws of the State. Moneys on deposit
in the Construction Fund, the Restricted Revenue Account, the Debt
Service Fund, the Sales Tax Fund and the Note Payment Fund, other than
the Reserve Account, may be invested and reinvested in Authorized
Investments maturing not later than the date on which the moneys therein
will be needed. Moneys on deposit in the Reserve Account may be
invested or reinvested in securities provided in clauses (1) through (9) of
the definition of Authorized Investments which shall mature no later than
five(5) years from the date of acquisition thereof.
Any and all income received by the Issuer from the investment of moneys
in the Construction Fund, the Rebate Fund, the Note Payment Fund, the
Sales Tax Fund and in the Restricted Revenue Account in the Revenue
Fund and in the Interest Account, the Pnncipal Account, the Bond
Amortization Account and the Reserve Account (to the extent the amount
therein is less than the Reserve Account Requirement) in the Debt Service
Fund shall be retained in such respective fund or account unless otherwise
required by applicable law. To the extent that the amount in the Reserve
Account is greater than the Reserve Account Requirement, any and all
income received by the Issuer from the investment of moneys in the
Reserve Account shall be deposited in the Interest Account.
(L) Paragraph (B) of Section 5.2 of the Original Resolution (entitled "Issuance of
Additional Bonds") is hereby amended and restated in its entirety to read as
follows:
(B) There shall have been obtained and filed with the Issuer a
certificate of an independent certified public accountant: (1) stating that such
accountant has examined the books and records of the Issuer relating to
collection and receipt of the Public Service Tax and Communication Tax;
(2) setting forth the amount of Public Service Tax and Communication
Tax for the immediately preceding Fiscal Year for which audited financial
statements are available or any twelve (12) consecutive months selected
by the Issuer from the twenty four (24) months immediately preceding the
issuance of such Additional Bonds; (3) stating that such Public Service
Tax and Communication Tax equal at least (a) the Required Coverage
Ratio times the Maximum Debt Service Requirement of all Outstanding
Bonds and such Additional Bonds then proposed to be issued and (b) 1.00
times the maximum annual debt service for all Subordinated Indebtedness
then outstanding; and (4) stating that no Event of Default was disclosed in
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the report of the most recent Annual Audit, or if such Event of Default
was so disclosed, that it shall have been cured.
(M) Section 5.1.1 of the Original Resolution (entitled "Coverage Requirement") is
hereby amended and restated in its entirety to read as follows:
The Issuer covenants and agrees that, with the prior written consent of
each Insurer, the Issuer shall amend the definition of Pledged Revenues to
include additional legally available non-ad valorem revenues to the extent
necessary to provide Pledged Revenues (exclusive of the Sales Tax) in
each Fiscal Year adequate at all times to pay in each Fiscal Year at least
the Required Coverage Ratio times the current annual Debt Service
Requirement becoming due in such Fiscal Year on each Series of
Outstanding Bonds and at least one hundred percent (100%) of any
amounts required by the terms hereof to be deposited in the Reserve
Account or with any issuer of a Reserve Account Letter of Credit or
Reserve Account Insurance Policy in such Fiscal Year.
SECTION 5. ORIGINAL RESOLUTION TO REMAIN IN FULL FORCE AND EFFECT
The Original Resolution, as amended and supplemented by this Supplemental Resolution, shall
remain in full force and effect.
SECTION 6. EFFECTIVE DATE
This Supplemental Resolution shall take effect immediately upon its adoption.
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DONE AND RESOLVED by the City Council of the City of Clermont, Lake
County, Florida this 10th day of December, 2013.
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Tracy Ackro, 4, City Clerk V
Approve s -. : , and legality:
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4826-0395-5222 3
EXHIBIT "A"
CONSENT OF SUNTRUST BANK
(as Holder of the outstanding Public Improvement Refunding Revenue Note, Series 2012)
The undersigned authorized representative of SunTrust Bank (the "Bank"), as Holder of
the outstanding City of Clermont, Florida, Public Improvement Revenue Refunding Note, Series
2012, dated October 18,2012, and related Loan Agreement, dated October 18,2012,between the
City of Clermont,Florida(the"City")and the Bank, issued under and pursuant to Resolution No.
1258 adopted by the City Council of the City on June 6, 2002, as amended and supplemented by
Resolution No. 2012-33 adopted by the City Council of the City on October 9, 2012 (the "Bond
Resolution"), hereby consents pursuant to and in accordance with Section 7.2 and other
applicable provisions of the Bond Resolution to the amendments to the Bond Resolution
contained in Section 4 of the Supplemental Resolution to be adopted by the City Council of the
City on December 10,2013, a copy of which is attached hereto.
Dated: December 10,2013 SUNTRUST BANK
By:
Name: tAft �( � vVt C. av tel
Title: r (V S Vice r VeS i s v\,
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4826-0395-5222 4