R-2017-59 CITY OF CLERMONT
RESOLUTION NO. 2017-59
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CLERMONT, LAKE COUNTY, 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 REFUNDING BOND, SERIES 2017, IN A PRINCIPAL
AMOUNT NOT TO EXCEED $11,000,000 FOR THE PURPOSES OF (I)
ADVANCE REFUNDING THE CITY'S OUTSTANDING WATER AND
SEWER REVENUE REFUNDING BONDS, SERIES 2009 MATURING IN
THE YEARS 2020 THROUGH 2030 (THE "REFUNDED OBLIGATIONS")
AND (II) PAYING THE COSTS OF ISSUING THE SERIES 2017 BOND;
PLEDGING TO SECURE PAYMENT OF THE PRINCIPAL OF AND
INTEREST ON THE SERIES 2017 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 2017 BOND; ACCEPTING
THE PROPOSAL OF COMPASS MORTGAGE CORPORATION TO
PROVIDE THE CITY WITH A TAX-EXEMPT TERM LOAN FACILITY
PURSUANT TO THIS RESOLUTION AND THE SERIES 2017 BOND;
PROVIDING THAT THE SERIES 2017 BOND SHALL CONSTITUTE AND
BE SECURED AS AN "ADDITIONAL BOND"UNDER RESOLUTION NO.
1162, AS AMENDED AND SUPPLEMENTED; APPOINTING AN
ESCROW HOLDER AND APPROVING THE FORM AND AUTHORIZING
THE EXECUTION OF AN ESCROW DEPOSIT AGREEMENT
PROVIDING FOR THE PAYMENT OF THE REFUNDED OBLIGATIONS;
MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE
BENEFIT OF THE HOLDER OF THE SERIES 2017 BOND; AND
PROVIDING AN EFFECTIVE DATE.
TABLE OF CONTENTS
Page No.
ARTICLE 1
GENERAL
SECTION 1.1 Definitions 3
SECTION 1.2 Authority for Resolution. 4
SECTION 1.3 Resolution to Constitute Contract. 4
SECTION 1.4 Findings 4
SECTION 1.5 Authorization of Refunding. 6
SECTION 1.6 Acceptance of Proposal 6
ARTICLE 2
AUTHORIZATION,TERMS,EXECUTION
AND REGISTRATION OF SERIES 2017 BOND
SECTION 2.1 Authorization of Series 2017 Bond 7
SECTION 2.2 Description of Series 2017 Bond. 7
SECTION 2.3 Application of Loan Proceeds 8
SECTION 2.4 Execution and Authentication of Series 2017 Bond. 8
SECTION 2.5 Form of Bond 8
ARTICLE 3
SECURITY, PLEDGED FUNDS AND
APPLICATION THEREOF
SECTION 3.1 Series 2017 Bond not to be Indebtedness of Issuer. 18
SECTION 3.2 Security for Series 2017 Bond. 18
SECTION 3.3 Application of Provisions of Original Instrument. 18
ARTICLE 4
MISCELLANEOUS
SECTION 4.1 Audit, Budget and Other Information. 18
SECTION 4.2 Escrow Holder; Execution and Delivery of Escrow Deposit Agreement 19
SECTION 4.3 General Authority. 19
SECTION 4.4 Authorization of Execution of Certificates and Other Instruments. 19
SECTION 4.5 No Personal Liability. 19
SECTION 4.6 No Third Party Beneficiaries. 20
SECTION 4.7 Severability of Invalid Provisions 20
SECTION 4.8 Repeal of Inconsistent Resolutions. 20
SECTION 4.9 Original Instrument in Full Force and Effect 20
i
SECTION 4.10 Table of Contents and Headings not Part Hereof. 20
SECTION 4.11 Effective Date. 21
Exhibit A Escrow Deposit Agreement
ii
NOW,THEREFORE,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 Compass Mortgage Corporation.
"Bond Counsel" shall mean Foley & Lardner LLP, Jacksonville, Florida, bond counsel to
the Issuer with respect to the issuance of the Series 2017 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.
"Escrow Account" shall mean the Escrow Account held for the benefit of the holder of the
Refunded Obligations by the Escrow Holder under the Escrow Deposit Agreement.
"Escrow Deposit Agreement" shall mean the Escrow Deposit Agreement to be executed
and delivered between the Issuer and the Escrow Holder, substantially in the form attached hereto
as Exhibit A.
"Escrow Holder" shall mean the Escrow Holder appointed pursuant to Section 4.2 of this
Resolution.
"Escrow Requirement"shall have the meaning assigned to such term in the Escrow Deposit
Agreement.
"Financial Advisor" shall mean Public Financial Management, Inc.
"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.
"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 2017 Bond.
3
"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.
"Refunded Obligations" shall mean all of the outstanding Series 2009 Bonds maturing in
the years 2020 through 2030, to be irrevocably called for redemption as provided in the Escrow
Deposit Agreement.
"Registered Owner" shall have the same meaning as the term "Bondholder."
"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 2009 Bonds" shall mean the Issuer's outstanding Water and Sewer Revenue
Refunding Bonds, Series 2009, issued pursuant to the Original Instrument.
"Series 2017 Bond" shall mean the Water and Sewer Revenue Refunding Bond, Series
2017, authorized to be issued by the Issuer pursuant to Section 2.1 hereof.
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 Authority 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 2017 Bond by
the Bank, as the initial Holder of the Series 2017 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 2017 Bond.
4
SECTION 1.4 Findings.
It is hereby ascertained, determined and declared as follows:
(A) The Issuer presently owns and operates a water and sewer system for the health,
benefit and welfare of its citizen and inhabitants.
(B) The Issuer has heretofore issued and has presently outstanding and unpaid the
Refunded Obligations.
(C) The Issuer deems it necessary,desirable and in the best financial interest of the Issuer
that the Refunded Obligations be refunded in order to effectuate interest cost savings and a
reduction in the debt service applicable to bonded indebtedness in the manner hereinafter provided.
Simultaneously with the issuance of the Series 2017 Bond, subject to Sections 2.1 and 4.2 hereof,
a sufficient portion of the proceeds of the Series 2017 Bond and other funds available will be paid
by the Issuer to the Escrow Holder for deposit by the Escrow Holder into the Escrow Account
established pursuant to the Escrow Deposit Agreement,to effectuate the refunding and defeasance
of the Refunded Obligations by providing for the payment of the outstanding principal of,
premium, if any, and accrued interest on the Refunded Obligations as provided in the Escrow
Deposit Agreement.
(D) The Issuer deems it necessary, desirable and in the best interests of the Issuer that
the issuance of the Series 2017 Bond be authorized as provided herein for the purpose of refunding
the Refunded Obligations.
(E) The Issuer has received a proposal for the Loan from the Bank in a principal amount
not to exceed $11,000,000,the proceeds of which to be applied for the refunding of the Refunded
Obligations as provided herein.
(F) 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 2017 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 2009 Bonds.
(G) 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 2017 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 2017 Bond.
5
(H) No Bondholder shall ever be entitled to compel the payment of the principal of and
interest on the Series 2017 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 2017 Bond or to make any other
payments provided for in this Resolution,and the Series 2017 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.
(I) 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 2017 Bond by negotiated sale,allowing
the Issuer to issue the Series 2017 Bond at the most advantageous time, rather than a specified
advertised future date,thereby allowing the City to obtain the best possible price, interest rate and
other terms for the note, and, accordingly, the City Council of the City finds and determines that
it is in the best financial interest of the City that a negotiated sale of the Series 2017 Bond, as
provided herein for the purposes of providing the Loan,be authorized.
(J) In order to carry out the refunding of the Refunded Obligations, it is necessary and
appropriate that the Issuer authorize the execution and delivery of the Escrow Deposit Agreement
between the Issuer and the Escrow Holder in the manner hereinafter provided.
(K) It is necessary and appropriate that the Issuer appoint an escrow holder to serve as
such under the Escrow Deposit Agreement, and the institution hereinafter named is acceptable to
the Issuer; and it appears to the Governing Body that the same is qualified to serve as Escrow
Holder under the Escrow Deposit Agreement in accordance with the terms of the Escrow Deposit
Agreement.
(L) Prior to the sale of the Series 2017 Bond, the Purchaser will provide the Issuer with
a truth-in-bonding statement regarding the Series 2017 Bond containing the information required
by Section 218.358(2), Florida Statutes.
SECTION 1.5 Authorization of Refunding.
The refunding of the Refunded Obligations in the manner herein provided is hereby
authorized. Simultaneously with the delivery of the Series 2017 Bond to the Purchaser and receipt
of the purchase price thereof, subject to Sections 2.1 and 4.2 hereof, the Issuer will enter into the
Escrow Deposit Agreement with the Escrow Holder. At the time the Escrow Deposit Agreement
is executed,the Issuer will furnish to the Escrow Holder appropriate documentation to demonstrate
that(i)the sum being deposited with the Escrow Holder pursuant to this Resolution,together with
other funds deposited into the Escrow Account pursuant to the provisions of the Escrow Deposit
Agreement, shall be equal to the Escrow Requirement and (ii) such moneys and investments to be
made pursuant to the Escrow Deposit Agreement will be sufficient to produce the moneys required
to make all payments described in the Escrow Deposit Agreement for the full and complete
refunding and defeasance of the Refunded Obligations.
6
SECTION 1.6 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 2017 BOND
SECTION 2.1 Authorization of Series 2017 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 Refunding Bond, Series 2017," in a principal
amount not to exceed $11,000,000, to evidence the Loan to be made by the Bank to the Issuer •
pursuant to this Resolution, for the principal purposes of(i) refunding the Refunded Obligations
and (ii) paying the costs of issuing the Series 2017 Bond. In the event such Bond is not issued
during calendar year 2017, 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 2017 Bond.
The Series 2017 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 2017 Bond shall be dated
their date of delivery or such other date as determined by the Finance Director.
The Series 2017 Bond shall bear interest from its date, payable semiannually on the first
day of June and the first day of December of each year, commencing December 1, 2017, or such
other date as determined by the Finance Director,at an initial interest rate not to exceed 2.38%per
annum and shall have a final maturity date of December 1,2030. Interest on the Series 2017 Bond
will be computed on the basis of a 360-day year of twelve 30-day months.
The Series 2017 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.
The final payment of the principal of or Redemption Price,if applicable,on the Series 2017
Bond is payable only upon presentation and surrender of the Series 2017 Bond at the office of the
Paying Agent. Interest payable on any Series 2017 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 expense of such
Holder, by bank wire transfer for the account of such Holder. In the event the interest payable on
any Series 2017 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
7
_
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
2017 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 any maturity date of any of the Series 2017 Bond,whether at fixed maturity,
or otherwise (deposit of moneys and/or Securities-for the payment of the principal and interest on
such Series 2017 Bond having been made by the Issuer with the Paying Agent), notwithstanding
that any of such Series 2017 Bond shall not have beensurrendered 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 2017 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 2017
Bond except to receive payment of such principal and unpaid interest accrued to the maturity date.
Redemption of the Series 2017 Bond shall be in accordance with and governed by the
provisions of Article 3 of the Original Instrument and the applicable provisions of this Resolution.
SECTION 2.3 Application of Loan Proceeds.
The proceeds of the Loan shall, simultaneously with the delivery of the Series 2017 Bond
to the Bank,be applied by the Issuer as follows:
(A) A sum which, together with other funds deposited in the Escrow Account pursuant.
to the provisions of the Escrow Deposit Agreement,shall equal the Escrow Requirement, shall be
deposited with the Escrow Holder under the Escrow Deposit Agreement and applied only in the
manner provided in the Escrow Deposit Agreement.
(B) The Issuer covenants and agrees to establish a separate account with an Authorized
Depository to be known as the "City of Clermont Water and.Sewer Revenue Refunding Bond,
Series 2017, 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 2017 Bond 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 2017 Bond, including'fees of
financial advisors, engineering and other consulting fees, legal fees, bond insurance premiums,
printing fees, rating agency 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 2017 Bond,
such moneys shall be transferred by the Issuer to the Interest Account and the special account
created pursuant to this subsection shall be closed.
SECTION 2.4 Execution and Authentication of Series 2017 Bond.
The Series 2017 Bond shall be executed and authenticated in the manner provided in the
Original Instrument.
8
SECTION 2.5 Form of Bond.
The Series 2017 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 2017 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
2017 Bond to the Bank):
[FORM OF SERIES 2017 BOND]
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF LAKE
CITY OF CLERMONT
WATER AND SEWER REVENUE REFUNDING BOND,SERIES 2017
Date of Issuance Interest Rate Final Maturity Date
October 30, 2017 2.38%, subject to December 1, 2030
Adjustment as provided herein
Registered Holder: Compass Mortgage Corporation
Principal Amount: MILLION HUNDRED THOUSAND
DOLLARS ($ )
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 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 per annum
identified above, subject to adjustment as provided herein,on June 1 and December 1 of each year
commencing December 1, 2017, 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.
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
9
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 I
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 refunding the Issuer's
outstanding Water and Sewer Revenue Refunding Bonds, Series 2009, maturing in the years 2020
through 2030, 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 amended and supplemented by the resolution duly adopted by the City Council of
the Issuer on October 2017 (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
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 3.66%per annum (the "Taxable
Rate"). Upon the occurrence of an Event of Taxability with respect to only a portion of interest
on the Series 2017 Bond,this Bond will bear interest at a rate of interest per annum from the Event
of Taxability equal to the initial Interest Rate plus,with respect to such portion of interest subject
to the Event of Taxability, an amount equal to such interest multiplied by the ratio of the Taxable
Rate to the initial Interest 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.
10
For purposes hereof,the following terms have the following meanings:
"Average Principal" means the simple average of(i) the principal balance of this
Bond on the Prepayment Date and (ii) the principal balance of this Bond scheduled, as of the
Prepayment Date (taking into account any prior prepayments), but for the prepayment, to be due
at the Final Maturity Date(plus any accrued and unpaid fees or other sums to the Holder).
"AYD"means the difference(but not less than zero)between: (i)the U.S.Treasury
constant maturity yield, as reported in the H.15 Report for the Date of Issuance specified above,
for a maturity that is the same as the term of this Bond on the Date of Issuance (rounded to the
nearest whole number of months) or, if no such maturity is reported, an interpolated yield based
on the reported maturity that is next shorter than,and the maturity reported thatis next longer than,
the term of this Bond on the Date of Issuance, and (ii) the U.S. Treasury constant maturity yield,
as reported in the H.15 Report for the Prepayment Date for a maturity that is the same as the
remaining term of this Bond on the Prepayment Date (rounded to the nearest whole number of
months) or, if no such maturity is reported,then the interpolated yield using the method described
in (i) above, but based on the remaining term of this Bond on the Prepayment Date. If the H.15
Report is not available for any day, then the H.15 Report for the immediately preceding day on
which yields were last reported shall be used.
"Days Remaining" means the number of days from the Prepayment Date through
the Final Maturity Date.
"H.15 Report" means the Federal Reserve Board's Statistical Release H.15,
"Selected Interest Rates." Weekly releases of, and daily updates to, H.15 Reports generally are
available at the Federal Reserve Board's website, www.federalreserve.gov. If the H.15 Report is
replaced or otherwise unavailable,the Bondholder may designate the replacement report or another
report reasonably comparable to the 11.15 Report,which shall be used in place of the H.15 Report.
"Percent Prepaid" means the percentage determined by dividing the principal
amount of this Bond being prepaid by the principal balance of this Bond outstanding on the
Prepayment Date.
f
"Prepayment Date"means the date on which the Bondholder receives a prepayment
of this Bond.
"Prepayment Premium" means an amount equal to the quotient of(i) the product
of(a) AYD, times (b) Average Principal, times (c) Percent Prepaid, times (d) Days Remaining,
divided by (ii) 360.
On or before October 30, 2024, 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 minimum increments of $1,000 or any integral multiple
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,plus
the Prepayment Premium.
11
1 i
After October 30, 2024,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 minimum increments of$1,000 or any integral multiple 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.
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.
12
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
facsimiletthereof to be affixed or reproduced hereon, all as of the 30th day of October, 2017.
.,=u ti K
^' E r CITY OF CLERMONT,FLORIDA
(OFFICIAL SEAL) - / / / OP
B /
�r* 4 Gail L. Ash, ayor
ATTESTED AND COUNTERSIGNED:
Tracy Ackroyd Howe, City Clerk
Approv• • as to For :
:� r . • 0, . ,�City Attorney
13
CERTIFICATE OF AUTHENTICATION
This Bond is of the issue described in the within-mentioned Resolution.
Date of Authentication: October 30, 2017
CITY OF CLERMONT, FLORIDA,
as Registrar and Paying Agent
By:_AP
osep. E. Van ' e
Fina`ce Dire, or
14
SCHEDULE I
BOND PRINCIPAL PAYMENTS
December 1 Principal Amounts
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
15
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.
16
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.
17
ARTICLE 3
SECURITY,PLEDGED FUNDS AND
APPLICATION.THEREOF
SECTION 3.1 Series 2017 Bond not to be Indebtedness of Issuer.
The Series 2017 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 2017 Bond shall ever have the right to compel the exercise of the ad valorem
taxing power of the Issuer to pay such Series 2017 Bond or be entitled to payment of such Series
2017 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 2017 Bond.
The payment of the principal of or Redemption Price, if applicable, and interest on the
Series 2017 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 2017
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
2017 Bond in the manner and to the extent provided in this Resolution and the Original Instrument.
The Series 2017 Bond shall not be secured by the Reserve Fund or any account therein.
SECTION 3.3 Application of Provisions of Original Instrument.
The Series 2017 Bond shall for all purposes be considered to be an Additional Bond issued
under the authority 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
180 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,
18
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 Escrow Holder; Execution and Delivery of Escrow Deposit
Agreement.
U.S. Bank National Association,Jacksonville, Florida, is hereby appointed Escrow
Holder for the Series 2017 Bond refunding proceeds. The Escrow Deposit Agreement, with such
omissions, insertions and variations as may be approved on behalf of the Issuer by the Mayor or
the Finance Director, such approval to be evidenced conclusively by the Mayor's execution
thereof, is hereby approved and authorized. The Issuer hereby authorizes and directs the Mayor
toexecute the Escrow Deposit Agreement and to deliver the same to the Escrow Holder for the
Series 2017 Bond refunding proceeds. All of the provisions of the Escrow Deposit Agreement,
when executed,dated and delivered by or on behalf of the Issuer as authorized herein and by or on
behalf of the Escrow Holder for the Series 2017 Bond refunding proceeds, shall be deemed to be
a part of this Resolution as fully and to the same extent as if incorporated verbatim herein.
SECTION 4.3 General Authority.
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 2017 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 2017 Bond.
SECTION 4.4: 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 2017 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 4.5 No Personal Liability.
No representation, statement, covenant, warranty, stipulation, obligation or agreement
herein contained, or contained in the Series 2017 Bond;or in any certificate or other instrument to
be executed on behalf of the Issuer in connection with the issuance of the Series 2017 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
19
or her individual capacity,and none of the foregoing persons nor any officer of the Issuer executing
the Series 2017 Bond, or any certificate or other instrument to be executed in connection with the
issuance of the Series 2017 Bond, shall be liable personally thereon or be subject to any personal
liability or accountability by reason of the execution or delivery thereof.
SECTION 4.6 No Third Party Beneficiaries.
Except such other Persons as may be expressly described herein or in the Series 2017 Bond,
nothing in this Resolution, or in the Series 2017 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 2017 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 4.7 Severability of Invalid Provisions.
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
2017 Bond.
SECTION 4.8 Repeal of Inconsistent Resolutions.
All other resolutions or parts thereof in conflict herewith are hereby superseded and
repealed to the extent of such conflict.
SECTION 4.9 Original Instrument in Full Force and Effect.
Except as hereby supplemented, the Original Instrument shall remain in full force and
effect.
SECTION 4.10 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]
20
SECTION 4.11 Effective Date.
This Resolution shall become effective immediately upon its passage.
PASSED,APPROVED AND ADOPTED this 24th day of October, 2017.
CITY COUNCIL OF THE CITY OF
CLERMONT
By; lal--1/
Gail L. Ash, Mayor
(OFFICIAL SEAL)
ATTEST:
/0,
Tracy Ackroyd Howe, City Clerk
Approv• : as to rm:
iiiiiliPlik 4
is
�� .ntzans
I, Tracy Ackroyd Howe, Clerk of the City of Clermont, Florida, hereby certify that the
foregoing is a true and correct copy of Resolution No. 2017-59 of said City passed and adopted on
October 24, 2017.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
said City this 24th day of October, 2017. JJ/
/(.1-e,6-7411
Tracy Ackroyd Howe, City Clerk
(OFFICIA•> SEAL)
e 1
21
EXHIBIT A
ESCROW DEPOSIT AGREEMENT
F&L Draft 10/16/2017
ESCROW.DEPOSIT AGREEMENT
In consideration of the facts hereinafter recited and of the mutual covenants and
agreements herein contained,the CITY OF CLERMONT, FLORIDA, a municipality created and
existing under the laws of the State of Florida (the "City"), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association organized and existing under the laws of the
United States of America and qualified to transact business in the State of Florida,as Escrow Agent
(the "Escrow Agent"), as of the 30th day of.October, 2017, do hereby agree as follows:
1. Definitions. Terms used herein shall have the respective meanings assigned
in and by the Resolution hereinafter defined, and the following terms which are not defined in the
Resolution shall have the following meanings, unless the text clearly otherwise requires:
"AGC"shall mean Assured Guaranty Corp.,as the issuer of the Financial Guaranty
Insurance Policy No. D-2009-1606, dated December 17, 2009, securing payment of the Refunded
Bonds.
"Aggregate Debt Service" shall mean, as of any particular date, (i) the amount
required to pay interest on the Refunded Bonds as the same shall become due and payable on each
interest payment date prior to the Redemption Date, plus (ii) the amount required to redeem the
Refunded Bonds on the Redemption Date at a redemption price of 100% (expressed as a
percentage of the principal amount of the Refunded Bonds to be redeemed), plus accrued interest
thereon to the Redemption Date. Aggregate Debt Service as of the date of the delivery of this
Agreement is set forth in the Verification Report.
- i
"Agreement" shall mean this Escrow Deposit Agreement.
"Escrow Account" shall mean the Escrow Account created pursuant to the
provisions of Section 3 of this Agreement.
"Escrow Requirement" shall mean,as of any particular date, the sum of an amount
in cash and investments on deposit in the Escrow Account held by the Escrow Agent pursuant to
Section 4 hereof which will be sufficient to pay Aggregate Debt Service on the Redemption Date.
"Federal Securities" shall mean direct obligations of the United States of America,
none of which permit redemption prior to maturity at the option of the obligor, which obligations,
if any, are set forth in the Verification Report and in the SLGS subscription attached hereto
(including demand SLGS), if any, and such other obligations as may be purchased in accordance
with Section 8 hereof.
"Redemption Date" shall mean December 1, 20]9.
"Refunded Bonds" shall mean the City's outstanding Water and Sewer Revenue
Refunding Bonds, Series 2009 maturing on and after December 1, 2020.
"Refunded Bonds Paying Agent" shall mean U.S. Bank National Association, its
successors and assigns, as paying agent for the Refunded Bonds.
4819-2445-7041.3
, "Resolution" shall mean shall mean Resolution No. 1162 adopted by the City
Council on October 24, 2000, amending and restating in its entirety Resolution No. 901 adopted
by the City Council on February 27, 1996,as heretofore amended and supplemented by Resolution
No. 1638 adopted by the City Council on November 10, 2009, which authorized the issuance of
the Series 2017 Bond and the execution and delivery of this Agreement.
"Series 2017 Bond" shall mean the City's Water and Sewer Revenue Refunding
Bond, Series 2017, authorized pursuant to the Resolution.
"Verification Report" shall mean the Verification Report dated October 30, 2017,
issued by Grant Thornton, independent certified public accountants, in connection with the
issuance of the Series 2017 Bond and the refunding of the Refunded Bonds, a copy of which is
attached hereto as Exhibit A and incorporated herein by reference.
2. Recitals.
a. The City adopted the Resolution for the purpose of authorizing the issuance of
the Series 2017 Bond for the purpose of refunding the Refunded Bonds and paying related closing
costs.
b. The Resolution authorized the City to enter into this Agreement for the purposes
expressed therein and herein, and all acts and things have been done and performed to make this
Agreement valid and binding for the security of the Refunded Bonds.
c. The Escrow Agent has the powers and authority of a trust company under the
laws of the United States of America and, accordingly, the power to execute the trust hereby
created.
3. Deposit of Funds. There is hereby created and established with the Escrow
Agent a special account to be known as the"Escrow Account." Simultaneously with the execution
and delivery of this Agreement, the City has deposited with the Escrow Agent, for deposit by the
Escrow Agent to the Escrow Account, the amount of $ , of which
$ consists of proceeds of the Series 2017 Bond and $ represents
funds held pursuant to the provisions of the Resolution for the payment of principal and interest
on the Refunded Bonds. After such funds are invested to the extent required to purchase the
Federal Securities, the uninvested portion of such funds and the principal amount of such Federal
Securities and the interest to become due thereon will equal or exceed the Escrow Requirement as
of the date of the delivery of this Agreement. Such Federal Securities shall mature and such
interest shall be payable on or before the funds represented thereby shall be required for timely
payment of the principal of and interest on the Refunded Bonds as the same shall become due and
payable in accordance with their terms as described in the Verification Report.
The Escrow Agent shall hold the Escrow Account as a separate trust account wholly
segregated from all other funds held by the Escrow Agent in any capacity and shall make
disbursements from the Escrow Account only in accordance with the provisions of this Agreement.
The Federal Securities described in the Verification Report shall not be sold or otherwise disposed
of or reinvested except as provided in Sections 4 and 8 hereof. The owners of the Refunded Bonds
2
4819-2445-7041.3
are hereby granted a first and prior lien on the principal of and interest on such Federal Securities
until the same shall be used and applied in accordance with the provisions of this Agreement.
4. Use and Investment of Funds. The Escrow Agent acknowledges receipt of
the cash described in Section 3 of this Agreement and agrees:
a. to hold the same in irrevocable escrow for application in the manner provided
herein;
b. to apply such cash and proceeds of Federal Securities in the manner provided
in this Agreement, and only in such manner; and
c. to invest$ of the moneys deposited in the Escrow Account in
the Federal Securities described in the Verification Report as provided in the Verification Report;
d. to hold the balance of moneys held in the Escrow Account, in the amount of
$ uninvested as provided in the Verification Report; and
e. to deposit in the Escrow Account, as received, the principal of any Federal
Securities described in the Verification Report and any other Federal Securities acquired hereunder
which shall mature during the term of this Agreement, all interest which shall be derived during
the term of this Agreement from such Federal Securities and any other Federal Securities acquired
hereunder, and the proceeds of any sale, transfer, redemption or other disposition of such Federal
Securities and any other Federal Securities acquired hereunder.
5. Payment of the Refunded Bonds and Expenses.The owners of the Refunded
Bonds shall have a first and prior lien on the principal of and interest on the Federal Securities and
all moneys held by the Escrow Agent in the Escrow Account, until all such moneys shall be used
and applied by the Escrow Agent as provided in paragraph(a) below.
a. Refunded Bonds. The Escrow Agent shall pay to the Refunded Bonds Paying
Agent, from the moneys on deposit in the Escrow Account, (i) on each interest payment date for
the Refunded Bonds, a sum sufficient to pay the interest then due and payable on the Refunded
Bonds, and (ii) on the Redemption Date, a sum sufficient to pay the redemption price of the
Refunded Bonds of 100% (expressed as a percentage of the principal amount of the Refunded
Bonds to be redeemed), plus accrued interest on the Refunded Bonds to the Redemption Date, as
shown in the Verification Report. After the principal of and interest on the Refunded Bonds has
been paid in full by the Escrow Agent on the Redemption Date,the Escrow Agent shall pay to the
City any remaining cash in the Escrow Account in excess of the Escrow Requirement to be used
by the City to pay interest on the Series 2017 Bond.
b. Fees and Expenses.
i. In consideration of the services rendered by the Escrow Agent under
this Agreement,the City shall pay the Escrow Agent a fee of$1,400,payable in advance, and shall
pay all ordinary expenses incurred by the Escrow Agent in connection with such services. The
3
4819-2445-7041.3
term "ordinary expenses" means expenses of holding and disbursing the Escrow Account as
provided herein.
ii. The City shall also reimburse the Escrow Agent for any
extraordinary expenses incurred by it in connection herewith. The term"extraordinary expenses"
includes (a) expenses arising out of the assertion of any third party to any interest in the Escrow
Account or any challenge to the validity hereof, including reasonable attorneys' fees, costs and
expenses,(b)expenses relating to any substitution under Section 12 hereof,and(c)expenses(other
than ordinary expenses) not occasioned by the Escrow Agent's misconduct or negligence.
iii. The fees and expenses payable by the City under this section shall
not be paid from the Escrow Account, but shall be paid by the City from legally available funds of
the City. The Escrow Agent shall have no lien for the payment of its fees or expenses or otherwise
for its benefit on the Escrow Account and hereby waives any rights of set off against the Escrow
Account which it may lawfully have or acquire.
6. Notice of Defeasances Notice of Redemption. Not later than November 3,
2017, the Escrow Agent shall give or cause to be given notice of the defeasance of the Refunded
Bonds, which notice shall be substantially in the form of the Notice of Defeasance attached hereto
as Exhibit B. Such notice shall be sent by first class mail, postage prepaid, to each owner of
Refunded Bonds at the address of such owner shown on the registration books maintained by the
registrar for the Refunded Bonds, to the registrar for the Refunded Bonds and to Depository Trust
Company of New York, New York, and to one or more national information services that
disseminate notices of defeasance of obligations such as the Refunded Bonds.
The City hereby calls all Refunded Bonds,for redemption on December 1,2019,at
a redemption price of 100% (expressed as a percentage of the principal amount of the Refunded
Bonds to be redeemed), plus accrued interest to the Redemption Date. The City acknowledges
that it has given irrevocable instructions to the Refunded Bonds Paying Agent, to give notice of
such call for redemption in the manner provided in the resolution of the City pursuant to which the
Refunded Bonds were issued.
7. No Redemption or Acceleration of Maturity. The City will not accelerate
the maturity of any Refunded Bonds or exercise any option to redeem any Refunded Bonds before
December 1, 2019.
8. Reinvestment. Except as provided in Section 4 of this Agreement and in
this Section 8, the Escrow Agent shall have no power or duty to invest any funds held under this
Agreement or to sell, transfer or otherwise dispose of or make substitutions for any Federal
Securities held hereunder.
At the written request of the City and upon compliance with the conditions stated
in this Section 8, the Escrow Agent shall sell, transfer, or otherwise dispose of or request the
redemption of any of the Federal Securities acquired hereunder and shall purchase either Refunded
Bonds or other Federal Securities to be substituted for such Federal Securities disposed of or
redeemed.
4
4819-2445-7041.3
The City will not request the Escrow Agent to exercise any of the powers described
in the preceding sentence in any manner which will cause the Refunded Bonds or the Series 2017
Bond to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of
1986, as amended, and the applicable,regulations proposed or promulgated thereunder.
The Escrow Agent may, at the written direction of the City, and with the prior
written consent of the AGC, substitute other noncallable Federal Securities ("Substitute Federal
Securities") in lieu of the Federal Securities then on deposit in the Escrow Account provided that,
prior to any such substitution,the Escrow Agent and the City shall have received:
a. New debt service and cash flow schedules showing (i) the dates and
amounts of all principal and interest payments thereafter to become due on the Refunded Bonds,
(ii) the cash and Federal Securities to be on deposit in the Escrow Account upon making such
substitution, (iii) the dates and amounts of maturing principal and interest to be received by the
Escrow Agent from such Federal Securities, and (iv)that the cash on hand in the Escrow Account
plus cash to be derived from the maturing principal and interest of such Federal Securities shall be
sufficient to pay when due all remaining debt service payments on the Refunded Bonds (the most
recent debt service and cash flow schedules shall be considered to be the applicable"Debt Service
and Cash Flow Schedules");
b. A new verification report prepared by a nationally recognized firm of
independent certified public accountants verifying the accuracy of the new Debt Service and Cash
Flow Schedules(the most recent verification report shall be considered to be the applicable "New
Verification Report" for purposes hereof); and
c. An opinion of nationally recognized bond counsel to the effect that such
substitution is permissible hereunder, that (based on said new Debt Service and Cash Flow
Schedules and a New Verification Report as to sufficiency) such substitution will not adversely
affect the defeasance of the Refunded Bonds or the exclusion from gross income for federal income
tax purposes of the interest payable on the Series 2017 Bond or the Refunded Bonds.
9. Indemnity. Whether or not any action or transaction authorized or
contemplated hereby shall be undertaken or consummated, the City hereby agrees to the extent
allowed by Florida law to indemnify, protect, save and keep harmless the Escrow Agent and its
respective successors, agents and servants, from and against any and all liabilities, obligations,
losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including
reasonable legal fees and attorneys' disbursements and expenses) of whatsoever kind and nature
which may be imposed on, incurred by or asserted against the Escrow Agent at any time, whether
or not the same may be indemnified against by the City or any other Person under any other
agreement or instrument, by reason of or arising out of the execution and delivery of this
Agreement, the establishment of the Escrow Account, the acceptance by the Escrow Agent of the
funds herein described, purchase, retention, or disposition of the Federal Securities or proceeds
thereof, or any payment, transfer or other application of funds or securities by the Escrow Agent
in accordance with the provisions of this Agreement;provided, however,that the City shall not be
required to indemnify the Escrow Agent for any expense, loss, costs, disbursements, damages or
liability resulting from its own negligence or misconduct. The indemnities contained in this
5
4819-2445-7041.3
Section shall survive the termination of this Agreement or the sooner resignation or removal of the
Escrow Agent.
Nothing in this Section contained shall give rise to any liability on the part of the
City in favor of any Person other than the Escrow Agent.
Notwithstanding any provision in this Agreement to the contrary, nothing in this
Agreement shall be construed in any manner as either altering or waiving the City's sovereign
immunity beyond the legislative waiver found in Section 768.28, Florida Statutes, nor shall it be
construed to expand any non-contractual liability of the City or to impose any indirect liability on
the City for tort damages to third parties for which it would not otherwise, by law, be responsible.
10. Responsibilities of Escrow Agent. The Escrow Agent and its respective
successors, agents and servants shall not be held to any personal liability whatsoever, in tort,
contract or otherwise,by reason of the execution and delivery of this Agreement,the establishment
of the Escrow Account,the acceptance and disposition of the various moneys and funds described
herein, any payment, transfer or other application of funds or securities by the Escrow Agent in
accordance with the provisions of this Agreement or any non-negligent act, omission or error of
the Escrow Agent made in good faith in the conduct of its duties. The Escrow Agent shall,
however, be liable to the City and to holders of the Refunded Bonds only to the extent of their
respective damages for negligent or willful acts, omissions or errors of the Escrow Agent which
violate or fail to comply with the material terms of this Agreement. Notwithstanding any provision
herein to the contrary, in no event shall the Escrow Agent be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless
of the form of action. The duties and obligations of the Escrow Agent shall be determined solely
by the express provisions of this Agreement and no implied covenants or obligations shall be read
into this Agreement against the Escrow Agent. The Escrow Agent may consult with counsel,who
may or may not be counsel to the City, and be entitled to receive from the City reimbursement of
the reasonable fees, costs and expenses of such counsel, and in reliance upon the opinion of such
counsel have full and complete authorization and protection in respect of any action taken,suffered
or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it
necessary or desirable that a matter be proved or established prior to taking, suffering or omitting
any action under this Agreement, such matter may be deemed to be conclusively established by a
certificate signed by an authorized officer of the City. The Escrow Agent may conclusively rely
upon and shall be fully protected in acting and relying upon any notice,order, requisition,request,
consent, certificate, order, opinion (including an opinion of counsel), affidavit, letter, telegram or
other paper or document in good faith deemed by it to be genuine and correct and to have been
signed or sent by the proper person or persons. The Escrow Agent may act through its agents and
attorneys and shall not be responsible for any misconduct or negligence on the part of any such
person so appointed with due care. Any payment obligation of the Escrow Agent hereunder shall
be paid from, and is limited to, funds available, established and maintained hereunder and the
Escrow Agent shall not be required to expend its own funds for the performance of its duties under
this Agreement. The Escrow Agent shall not be responsible or liable for any failure or delay in
the performance of its obligations under this Agreement arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of
God; earthquakes; fire; flood; hurricanes or other storms; wars; terrorism; similar military
6
4819-2445-7041.3
disturbances; sabotage; epidemic; pandemic; riots; interruptions; loss or malfunctions of utilities,
computer (hardware or software) or communications services; accidents; labor disputes; acts of
civil or military authority or governmental action; it being understood that the Escrow Agent shall
use commercially reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as reasonably practicable under the circumstances.
11. Resignation of Escrow Agent. The Escrow Agent, at the time acting
hereunder, may at any time resign and be discharged from the trusts hereby created by giving not
less than sixty(60)days written notice to the City and providing electronic notice to the Municipal
Securities Rulemaking Board, through Electronic Municipal Market Access
(http://emma.msrb.org), or any other public or private repository or entity recognized as such by
the Securities and Exchange Commission for purposes of SEC Rule 15c2-12 ("EMMA"),
specifying the date when such resignation will take effect,but no such resignation shall take effect
unless a successor Escrow Agent shall have been appointed as hereinafter provided and such
successor Escrow Agent shall have accepted such appointment, in which event such resignation
shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent.
Notwithstanding anything to the contrary herein, the City acknowledges and agrees that the
Escrow Agent is filing such notice on EMMA solely as a courtesy to the holders of the Refunded
Bonds, is not acting as the disclosure/dissemination agent for purposes of Rule 15c2-12 and shall
have no liability for its failure to publish such notice on EMMA.
12. Removal of Escrow Agent.
a. The Escrow Agent may be removed at any time by an instrument or concurrent
instruments in writing,executed by the holders of not less than 51%in aggregate principal amount
of the Refunded Bonds then outstanding, such instruments to be filed with the City, and notice in
writing given to AGC and the holders of the Refunded Bonds and filed with EMMA,not less than
60 days before such removal is to take effect as stated in such instrument or instruments. A
photographic copy of any instrument filed with the City under the provisions of this paragraph
shall be delivered by the City to the Escrow Agent.
b. The Escrow Agent may also be removed at any time by any court of competent
jurisdiction upon the application of the City or the owners of not less than five percent (5%) in
aggregate principal amount of the Refunded Bonds then outstanding for any breach of trust or for
acting or proceeding in violation of, or for failing to act or proceed in accordance with, any
provision of this Agreement with respect to the duties or obligations of the Escrow Agent. The
City shall give electronic notice of such removal to EMMA.
13. Successor Escrow Agent.
a. In the event the Escrow Agent hereunder shall resign or be removed, or be
dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of
acting hereunder,or in case the Escrow Agent shall be taken under the control of any public officer
or officers,or of a receiver appointed by a court,a successor may be appointed by the first to occur
of either(1) appointment by the City, or(2) appointment by the holders of a majority in principal
amount of the Refunded Bonds then outstanding by an instrument or concurrent instruments in
writing, signed by such holders, or by their attorneys in fact,duly authorized in writing; provided,
7
4819-2445-7041.3
nevertheless, that if the Escrow Agent is removed by the holders of the Refunded Bonds,the City
shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall
be appointed by the holders of a=majority in principal amount of the Refunded Bonds then
outstanding in the manner above provided, and any such temporary Escrow Agent so appointed
by the City shall immediately and without further act.be superseded by the Escrow Agent so
appointed by such holders. The City shall publish notice of any such appointment to the Electronic
Municipal Market Access service of the Municipal Securities Rulemaking Board.
b. In the event that no appointment of a successor Escrow Agent or a temporary
successor,Escrow Agent shall have been made pursuant to the foregoing provisions of this Section
within.sixty (60) days after the written notice of removal or resignation or other act causing the
need for appointment of a successor Escrow Agent occurs, the holder of any of the Refunded
Bonds or any retiring Escrow Agent may apply to any court of competent jurisdiction for the
appointment of a successor Escrow Agent and such court may thereupon, after such notice, if any,
as it shall deem proper, appoint such successor Escrow Agent.
c. No successor Escrow Agent shall be appointed unless such successor Escrow
Agent shall be a corporation with trust powers organized under the banking laws of the United
States or any state, and shall be bound by this Agreement and have at the time of appointment
capital and surplus of not less than $25,000,000 or is a member of a bank group or bank holding
company with aggregate capital and surplus of not less than$25,000,000.
d. Every successor Escrow Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the City,an instrument in writing accepting such
appointment hereunder and thereupon such successor Escrow Agent,without any further act,deed
or conveyance, shall be bound by this Agreement and become'fully vested with all the rights,
immunities, powers, trusts, duties and obligations of its predecessor; but such predecessor shall,
nevertheless, on the written request of such successor Escrow Agent or the City, execute and
deliveran instrument transferring to such successor Escrow Agent all the estates,properties,rights,
powers and trust of such predecessor hereunder;and every predecessor Escrow Agentshall deliver
all securities and moneys held by it hereunder to its successor;provided,however,that before any
such delivery shall be made the fee of the retiring or removed Escrow Agent set forth in Section
5(b)(i)hereof if fully paid in advance shall be pro rata refunded by such Escrow Agent to the City
and the City shall reimburse the retiring or removed Escrow Agent for any expenses it has incurred.
Such proration shall be computed based upon the time such Escrow. Agent served as such
compared.to the period from the date hereof until the earlier of the final maturity or redemption of
the Refunded Bonds. Should any transfer, assignment or instrument in writing from the City be
required by any successor Escrow Agent for the estates, rights, powers and duties hereby vested
or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and
instruments in writing shall, on request, be executed, acknowledged and delivered by the City.
e. Any corporation into which the Escrow Agent, or any successor to it in the
trusts created by this Agreement, may be merged or converted or with which it or any successor
to it may be consolidated,or any corporation resulting from any merger,conversion,consolidation
or reorganization to which the Escrow Agent or any successor to it shall be a party shall be the
successor Escrow Agent under this Agreement without the execution or filing of any paper or any
other act on the part of any of the partieshereto, anything,herein to the contrary notwithstanding.
8
4819-2445-7041.3
14. Predecessor Escrow Agent. Every predecessor Escrow Agent shall deliver
to its successor and also to the City an accounting of all moneys and securities held by it under this
Agreement, and shall deliver to its successor all such moneys and securities held by it as Escrow
Agent hereunder.
15. Amendments. This Agreement is made for the benefit of the City and the
holders from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or
amended without the written consent of all such holders, the Escrow Agent, the City, and AGC;
provided, however, that the City and the Escrow Agent may, without the consent of, or notice to,
such holders, but with the prior written consent of AGC, enter into such agreements supplemental
to this Agreement as shall not adversely affect the rights of such holders and as shall not be
inconsistent with the terms and provisions of this Agreement,for any one or more of the following
purposes:
a. to cure any ambiguity or formal defect or omission in this Agreement;
b. to grant, or confer upon, the Escrow Agent for the benefit of the holders of the
Refunded Bonds,any additional rights,remedies,powers or authority that may lawfully be granted
to, or conferred upon, such holders or the Escrow Agent; and
c. to subject to this Agreement additional funds, securities or properties.
The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion
of nationally recognized bond counsel with respect to compliance with this Section 15, including
the extent, if any, to which any change, modification or addition affects the rights of the holders
of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions
and provisions of this Section 15.
16. Notices. All notices, approvals, consents, requests and other
communications hereunder shall be in writing and shall be deemed to have been given when mailed
or delivered by registered or certified mail, return receipt requested, postage prepaid, and
addressed as follows:
If to the City: City of Clermont, Florida
685 W. Montrose Street, 3rd Floor
Clermont, Florida 34711
Attention: Finance Director
If to the Escrow Agent: U.S. Bank National Association
225 Water Street, Suite 700
Jacksonville, Florida 32202
Attention: Vice President
If to the AGC: Assured Guaranty Corp.
1633 Broadway
New York,New York 10019
9
4819-2445-7041.3
Attention: Risk Management, Public Finance Surveillance
The City, the Escrow Agent and AGC may, by notice given hereunder, designate
any further or different addresses to which subsequent notices, approvals, consents, requests or
other communications shall be sent or persons to whose attention the same may be directed.
17. Jury Waiver. IN ANY LITIGATION IN ANY COURT WITH RESPECT
TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT, OR ANY
INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT, OR
THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT
THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOW SO EVER ARISING BETWEEN
THE CITY AND THE ESCROW AGENT, THE CITY AND THE ESCROW AGENT HEREBY
AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY
JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT
ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS
AGREEMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN
CONNECTION HEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN
KNOWINGLY AND VOLUNTARILY BY EACH PARTY, AND IS INTENDED TO
ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE
RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.
18. Consent to Jurisdiction; Venue. In the event that any action, suit or other
proceeding is brought with respect to, in connection with or arising out of this Agreement, or any
instrument delivered pursuant to this Agreement or the validity, protection, interpretation,
collection or enforcement thereof, to the extent permitted by law, the City and the Escrow Agent
hereby (i) irrevocably consent to the exercise of jurisdiction by the United States District Court,
Middle District of Florida and by the Circuit Court, Lake County, Florida, and (ii) irrevocably
waive any objection it might now or hereafter have or assert to the venue of any such proceeding
in any court described in clause (i)above.
19. Term. This Agreement shall commence upon its execution and delivery
and shall terminate when the Refunded Bonds and the interest thereon shall have been paid and
discharged in accordance with the proceedings authorizing the Refunded Bonds and all excess
moneys have been paid to the City.
20. Severability. If any of the covenants, agreements or provisions of this
Agreement on the part of the City or the Escrow Agent to be performed should be determined by
a court of competent jurisdiction to be contrary to law,such covenant,agreement or provision shall
be null and void, shall be deemed separable from the remaining covenants, agreements and
provisions of this Agreement and shall in no way affect the validity of the remaining covenants,
agreements or provisions of this Agreement.
21. Counterparts. This Agreement may be executed in several counterparts,all
or any of which shall be regarded for all purposes as the original and shall constitute and be but
one and the same instrument.
10
4819-2445-7041.3
22. Governing Law. This Agreement shall be construed under the laws of the
State of Florida without regard to conflict of law principles.
[The remainder of this page is intentionally left blank; signature page follows.]
11
4819-2445-7041.3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
• executed by their duly authorized officers and their seals to be hereunto affixed and attested,all as
of the date first above written.
4,4"-.45V(, CITY OF CLERMONT,FLORIDA
E PV
E � C
3 . By. ��, 1.11/02
'
• r Gail L. Ash, Mayor
OFFICIAL SEAL)
1AT'TEST
Tracy Ackro s owe, City Clerk
Appr: ed as to s m•
ma—
•
[Signature page to Escrow Deposit Agreement]
4819-2445-7041.3
[Signatures continued from previous page.]
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Agent
By:
Paula J. Starr, Assistant Vice President
[Signature page to Escrow Deposit Agreement]
4819-2445-7041.3
EXHIBIT A
VERIFICATION REPORT
[See attached.]
A-1
4819-2445-7041.3
EXHIBIT B
NOTICE OF DEFEASANCE
OF THE CITY OF CLERMONT,FLORIDA
WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 2009
MATURING ON AND AFTER DECEMBER 1,2020
Notice is hereby given by U.S.Bank National Association,as Escrow Agent for the
outstanding City of Clermont, Florida Water and Sewer Revenue Refunding Bonds, Series 2009
maturing on and after December 1, 2020 (the "Defeased Bonds"), that all of the Defeased Bonds
have been advance refunded and defeased by depositing in irrevocable escrow cash and
investments sufficient to pay (i) on each interest payment date for the Defeased Bonds prior to
December 1, 2019 (the "Redemption Date") the interest then due and payable on the Defeased
Bonds,and(ii)on the Redemption Date the redemption price of the Defeased Bonds in the amount
of 100%of the principal amount thereof,plus accrued interest thereon. The Defeased Bonds have
been irrevocably called for redemption on the Redemption Date.
The maturity dates, principal amounts and CUSIP numbers of the Defeased Bonds
are as follows:
Maturity Date Principal Amount CUSIP No.
December 1, 2020 $ 760,000 185761 DEO
December 1, 2021 790,000 185761 DF7
December 1, 2022 820,000 185761 DG5
December 1, 2023 850,000 185761 DH3
December 1, 2024 885,000 185761 DJ9
December 1, 2025 920,000 185761 DK6
December 1, 2026 955,000 185761 DL4
December 1, 2027 995,000 185761 DM2
December 1, 2028 1,040,000 185761 DNO
December 1, 2029 1,085,000 185761 DP5
December 1, 2030 1,130,000 185761 DQ3
Pursuant to Resolution No. 1162 adopted by the City Council of the City Clermont,
Florida (the "City"), as heretofore amended and supplemented, particularly as amended and
supplemented by Resolution No. 1638 adopted by the City Council of the City on November 10,
2009,which authorized the issuance of the Defeased Bonds(the"Bond Resolution"),the Defeased
Bonds are deemed to be no longer outstanding.
Prior to December 1,2019,the City will not accelerate the maturity of the Defeased
Bonds or exercise any option to redeem the Defeased Bonds before December 1, 2019, pursuant
to Section 7 of the Escrow Deposit Agreement dated as of October 30,2017,between the City and
the Escrow Agent.
B-1
4819-2445-7041.3
No representation is made as to the correctness of the CUS1P numbers either as
printed on the Defeased Bonds or as contained herein and reliance may be placed only on the
identification information printed on the Defeased Bonds and in this notice.
This notice does not constitute a notice of redemption and no Defeased Bonds
should be delivered to the City or its paying agents as a result of this publication. The Registrar
and Paying Agent for the Defeased Bonds will provide notice of redemption of the Defeased Bonds
as provided in the Bond Resolution.
Dated: October 30, 2017
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Agent
B-2
4819-2445-7041.3
IM3VA Compass
Summary of Terms and Conditions
of Proposed Credit Facility
as of October 2,2017 .
RE: Up to $11,000,000 Non-Bank Qualified Tax-Exempt Term Facility
This summary of indicative terms and conditions is not a commitment to lend or to provide any other service related to a financing.
Any such commitment or undertaking will be issued only in writing subject to appropriate documentation, the terms of which are
not limited to those set forth herein. This summary of indicative terms and conditions is intended as an outline of certain of the
material terms of a proposed financing and is not intended to summarize all of the conditions, covenants, representations,
warranties and other provisions that would be contained in definitive loan documents, and is subject to, among other things,
completion of credit due diligence and credit approval by BBVA Compass. 1
Borrower: City of Clermont("Borrower"or"City")
Lender: Compass Mortgage Corporation("BBVA Compass"or"Lender"or"Bank")
Facility: Up to $11,000,000.00 Non-Bank Qualified Tax- Exempt Term Loan Facility ("Term Loan" or
"Facility").
Purpose: Proceeds of the Series 2017 Note will be used to(a)advance refund the City's callable Water and
Sewer Revenue Refunding Bonds,Series 2009 maturing in years 2020-2030 and(b)pay the costs of
issuance related to the Series 2017 Note.
Maturity: 12/1/2030
Repayment: Annual principal beginning 12/1/2018 and Semi-annual interest payments beginning 12/1/2017
until maturity(12/1/2030)when all unpaid principal and interest is due. Interest will be calculated
on a 30/360 day basis. See Exhibit A,for sample principal amortization schedule.
Interest Rate: So long as the facility closes and fully funds within 30 days of October 2,2017,the tax-exempt fixed
rate will be 2.38%.
After-Tax Yield The tax exempt interest rate will be subject to gross-up upon an event of taxability based on any
Maintenance Language: action or Inaction on the part of the borrower. Lender will require satisfactory review of a legal
opinion regarding the tax-exempt status of interest due and payable on the Facility from bond
counsel acceptable to the Bank.
Prepayment: Facility may be prepaid prior to the 7" anniversary of,closing subject to a "make whole" provision
provided in Exhibit B,this may or may not include a prepayment premium based on then existing
market conditions.After 7 years,loan is prepay-able at par plus accrued interest.
Security: The Series 2017 Note will be secured by net revenues of the Water and Sewer System and related
impact fees. The Series 2017 Note will be payable from the pledged revenues on parity with the un
refunded Series 2009 Bonds maturing in years 2017-2019,but will not be secured by a debt service
reserve account. Such security can be referenced in Resolution No. 1162, which can be found in
Appendix C of the Series 2009 Bonds Official Statement.
CONFIDENTIAL
This term sheet does not represent a commitment to lend and may not be relied upon as such.
• Annual audited financial statements of Borrower prepared in accordance with auditing
Financial Reporting: standards generally accepted in the United States of America and the standards applicable to
financial audits contained in Governmental Auditing Standards, issued by the Comptroller
General of the.United States, due within 5 days of receipt, however in no event later than 180
days of fiscal year end.
• Annual Borrower Prepared Budget shall be due within 30 days,of the beginning of each fiscal
year. Budget shall include at a minimum: income statement, balance sheet with details on
capital expenditures and financing plans.
• Borrower shall furnish at Lender's request such additional information that Lender may from
time to time reasonably request
Financial Covenants: • Borrower may issue additional Indebtedness subject to the following Additional Bonds Test:
(a) Net Revenues shall equal at least 1.10 times the maximum annual Debt Service
Requirement for the next succeeding four Fiscal Years;
or
(b) Net Revenues plus Impact Fees shall equal at least 1.20 times the maximum annual Debt
Service Requirement for the next succeeding four Fiscal Years.
Additional Bonds Test is further defined in section 6.2 of Resolution No. 1162.
• Rate Covenant as fully defined in the Series 2009 Official Statement.
• Events of Default: include but are not limited to (i) non-payment of principal and interest due
on any Bond or any Payment Obligation, (ii) incapable of fulfilling its obligations under the
original Bond Resolution or under any supplemental resolution, (iii) bankruptcy or judgments,
and(iv)default on any covenants.
Representations, • Maintenance of existence.
Warranties and • Notices of(i)default,(ii)material litigation. '
Additional Covenants: • Additional representations and warranties; and other affirmative and negative covenants that
Lender considers customary and reasonably appropriate for the Facility. Such representations
may include, but are not limited to:(i)a written opinion from Borrower's Counsel, in form and
substance acceptable to Lender and Lender's Counsel,that all documents are valid,binding and
enforceable in accordance with their terms,that execution and delivery of documents has been
duly authorized, and addressing such other matters as the Lender and the Lender's Counsel
deem appropriate (ii) Receipt of written opinion:•from Bond Counsel in form and substance
satisfactory to Lender,which shall include, without limitation, opinion that the interest on the
Bond is-excludable from gross income of the owners thereof for federal income tax.
Closing Costs: Borrower will pay all reasonable,out-of-pocket costs and expenses incurred by Lender in connection
with due diligence and the preparation of loan documentation, regardless of whether or not the
Facility is closed. These out-of-pocket costs may include, but are not limited to, legal costs. Legal
costs will be capped at$7,500.
Conditions Precedent: • Legal opinions of Borrower's counsel acceptable to Lender and its counsel.
• Properly executed documents in form and substance satisfactory to Lender and the Lender's
counsel evidencing or supporting the Facility. -
• - Additional conditions precedent that Lender considers customary and reasonablyappropriate
for the Facility. -
• Satisfactory review of the Anti-Dilution Test detailed definition.
• Satisfactory review of the draft Bond Authorizing Resolution for Series 2017 Notes.
*Note,all of the foregoing are subject to Lender's receipt and satisfactory review.
Acceptance: - This proposal will expire 10/30/2017. If for any reason the Borrower wishes to extend the selection
period,Lender reserves the right to revise the proposal.
CONFIDENTIAL
This term sheet does not represent a commitment to lend and may not be relied upon as such.
We sincerely appreciate the opportunity to present you with this Summary of Terms and Conditions. Should you
have any questions about any aspect of this document, please do not hesitate to contact me at 352-854-4488 or
josh.johnson@bbva.com.
Thank you in advance for your consideration.
Sincerely,,
Jos ohnso
Vice Presiden ,Corporate Relationship Manager
This term sheet is issued in reliance on the accuracy of all information,representations,schedules, and other data and materials
submitted by Borrower,all of which are deemed material. This term sheet does not contain all of the terms and conditions or other
provisions that may be included in the final documents evidencing the Facility,and is issued at a time before Lender has undertaken
a full business,credit,and legal analysis of Borrower and the Facility.
The terms and provisions of this correspondence are confidential and may not be disclosed by Borrower to any other person or
entity.However,the foregoing restrictions on disclosure shall not apply to disclosure(s):(i)to Borrower's legal counsel for purposes
of advising Borrower with respect hereto and provided, however, that such counsel agrees to preserve the confidentiality of this
correspondence; or (ii) in response to any properly issued subpoena from any court or other governmental authority with
jurisdiction over Borrower,provided that Lender has been furnished reasonable advance notice of the intended disclosure and the
opportunity to prevent or limit the scope of any such disclosure.
This term sheet is intended for the sole and exclusive benefit of Borrower and Lender and may not be relied upon by third parties.
CONFIDENTIAL
This term sheet does not represent a commitment to lend and may not be relied upon as such.
EXHIBIT A:Amortization Schedule
Preliminary Amortization
Maturity Date Estimated
(December 1) Amortization*
2018 $95,000
2019 98,000
2020 860,000
2021 884,000
2022 906,000
2023 928,000
2024 952,000
2025 975,000
2026 996,000
2027 1,020,000
2028 1,048,000
2029 1,073,000
2030 1,095,000
Total $10,930,000
*Preliminary, subject to change
CONFIDENTIAL
This term sheet does not represent a commitment to lend and may not be relied upon as such.
EXHIBIT B:Make Whole Provision
Prepayment. Borrower agrees that all loan fees and other prepaid charges are earned fully as of the date of the
loan and will not be subject to refund, except as required by law. Subject to the prepayment fee and other
conditions provided herein,Borrower may pay all or a portion of the amount owed before it is due. Prepayment in
full shall consist of payment of the remaining unpaid principal balance together with all accrued and unpaid
interest and all other amounts,costs and expenses for which Borrower is responsible under this Note or any other
agreement with Lender pertaining to this loan before such amounts are due. Prepayment in part shall consist of
payment of any portion of the unpaid principal balance before it is due. Unless otherwise agreed by Lender in
writing and provided that Borrower is current on all amounts due, payments applied to the loan before Lender's
creation of a billing statement for the next payment due will be applied entirely to principal,and payments applied
to the loan after the creation of such billing statement will be applied according to that billing statement. Unless
otherwise agreed by Lender in writing and provided that Borrower is current on all amounts due, payments
applied to the loan before Lender's creation of a billing statement for the next payment due shall not relieve
Borrower of Borrower's obligation to continue making,uninterrupted,payments under this Note. Borrower agrees
not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends
such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will
remain obligated to pay any further amounts owed or that may become owed to Lender. All written
communications concerning disputed amounts, including any check or other payment instrument that indicates
that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or
limitations or as full satisfaction of a disputed amount, must be mailed or delivered to: Compass Bank, PO Box
3096,Birmingham AL 35202.
Prepayment Fee. If Borrower makes.any prepayment of the outstanding principal balance on the Note, Borrower
shall pay to Lender a prepayment fee equal to the quotient of (i) the product of (a) AYD, times (b) Average
Principal,times(c)Percent Prepaid,times(d)Days Remaining,divided by(ii)360.
Definitions:
"AYD" means the difference (but not less than zero) between: (i) the U.S. Treasury constant maturity yield, as
reported in the H.15 Report for the date on which the loan was originated,for a maturity that is the same as the
term of the loan at origination (rounded to the nearest whole number of months) or, if no such maturity is
reported, an interpolated yield based on the reported maturity that is next shorter than, and the maturity
reported that is next longer than,the term of the loan at origination, and (ii)the U.S.Treasury constant maturity
yield, as reported in the H.15 Report for the Prepayment Date for a maturity that is the same as the remaining
term of the loan at the.Prepayment Date(rounded to the nearest whole number of months)or,if no such maturity
is reported,then the interpolated yield using the method described in(i)above, but based on the remaining term
of the loan on the Prepayment Date. If the H.15 Report is not available for any day,then the H.15 Report for the
immediately preceding day on which yields were last reported will be used.
"H.15 Report" means the Federal Reserve Board's Statistical Release H.15, "Selected Interest Rates". Weekly
releases of, and daily updates to, H.15 Reports generally are available at the Federal Reserve Board's website,
www.federaireserve.gov. If the H.15 Report is replaced or otherwise unavailable, Lender may designate the
replacement report or another report reasonably comparable to the H.15 Report,which shall be used in place of
the H.15 Report.
"Average Principal" means the simple average of(i) the principal loan balance on the Prepayment Date, and (ii)
the principal loan balance scheduled,as of the Prepayment Date(taking into account any prior prepayments), but
for the prepayment,to be due at the maturity date of the loan (plus any accrued and unpaid fees or other sums
owed under the loan documents).
"Percent Prepaid" means the percentage determined by dividing the principal amount of the loan being prepaid
by the principal loan balance outstanding on the Prepayment Date.
"Days Remaining"means the number of days from the Prepayment Date through the maturity date of the loan.
"Prepayment Date"means the date on which Lender received the prepayment.
CONFIDENTIAL
This term sheet does not represent a commitment to lend and may not be relied upon as such.
0 pfm
SOURCES AND USES OF FUNDS
Clermont,Florida Water and Sewer System
Water and Sewer Revenue Refunding Note,Series 2017
PRELIMINARY NUMBERS
Bank Loan Provider:BBVA Compass
Dated Date 10/30/2017
Delivery Date 10/30/2017
Sources:
Bond Proceeds:
Par Amount 10,873,000.00
Other Sources of Funds:
Sinking Fund Interest 140,932.50
11,013,932.50
Uses:
Refunding Escrow Deposits:
Cash Deposit 0.24
SLGS Purchases 10,958,652.00
10,958,652.24
Delivery Date Expenses:
Cost of Issuance 55,035.70
Other Uses of Funds:
Additional Proceeds 244.56
11,013,932.50
Note: *Preliminary Numbers for discussion purposes only
Oct 2,2017 5:44 pm Prepared by Public Financial Management,Inc. Page 1
0 pfm
BOND SUMMARY STATISTICS
Clermont,Florida Water and Sewer System
Water and Sewer Revenue Refunding Note,Series 2017
PRELIMINARY NUMBERS
Bank Loan Provider:BBVA Compass
Dated Date 10/30/2017
Delivery Date 10/30/2017
First Coupon 12/01/2017
Last Maturity 12/01/2030
Arbitrage Yield 2.380137%
True Interest Cost(TIC) 2.380137%
Net Interest Cost(NIC) 2.380000%
All-In TIC 2.449625%
Average Coupon 2.380000%
Average Life(years) 8.202
Duration of Issue(years) 7.395
Par Amount 10,873,000.00
Bond Proceeds 10,873,000.00
Total Interest 2,122,514.61
Net Interest 2,122,514.61
Total Debt Service 12,995,514.61
Maximum Annual Debt Service 1,117,289.40
Average Annual Debt Service 993,076.90
Underwriter's Fees(per$1000)
Average Takedown
Other Fee
Total Underwriter's Discount
Bid Price 100.000000 .
Par Average Average PV of 1 bp
Bond Component Value Price Coupon Life change
Bond Component 10,873,000.00 100.000 2.380% 8.202 7,886.39
10,873,000.00 8.202 7,886.39
All-In Arbitrage
TIC TIC Yield
Par Value 10,873,000.00 10,873,000.00 10,873,000.00
+Accrued Interest
+Premium(Discount)
-Underwriter's Discount
-Cost of Issuance Expense -55,035.70
-Other Amounts
Target Value 10,873,000.00 10,817,964.30 10,873,000.00
Target Date 10/30/2017 10/30/2017 10/30/2017
Yield 2.380137% 2.449625% 2.380137%
Note: 'Preliminary Numbers for discussion purposes only
Oct 2,2017 5:44 pm Prepared by Public Financial Management,Inc. Page 2
0 Pfm
SUMMARY OF REFUNDING RESULTS
Clermont,Florida Water and Sewer System
Water and Sewer Revenue Refunding Note,Series 2017
PRELIMINARY NUMBERS
Bank Loan Provider:BBVA Compass
Dated Date 10/30/2017
Delivery Date 10/30/2017
Arbitrage yield 2.380137%
Escrow yield 1.488199%
Value of Negative Arbitrage 191,016.25
Bond Par Amount 10,873,000.00
True Interest Cost 2.380137%
Net Interest Cost 2.380000%
Average Coupon 2.380000%
Average Life 8.202
Par amount of refunded bonds 10,230,000.00
Average coupon of refunded bonds 4.250298%
Average life of refunded bonds 8.482
PV of prior debt to 10/30/2017 @ 2.380137% 11,841,025.77
Net PV Savings 827,337.83
Percentage savings of refunded bonds 8.087369%
Percentage savings of refunding bonds 7.609104%
Note: *Preliminary Numbers for discussion purposes only
Oct 2,2017 5:44 pm Prepared by Public Financial Management,Inc. Page 3
0 pfm
SUMMARY OF BONDS REFUNDED
Clermont,Florida Water and Sewer System
Water and Sewer Revenue Refunding Note,Series 2017
PRELIMINARY NUMBERS
Bank Loan Provider:BBVA Compass
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
Water and Sewer Revenue Refunding Bonds,Series 2009:
SERIAL 12/01/2020 3.500% 760,000.00 12/01/2019 100.000
12/01/2021 3.750% 790,000.00 12/01/2019 100.000
12/01/2022 3.750% 820,000.00 12/01/2019 100.000
12/01/2023 4.000% 850,000.00 12/01/2019 100.000
12/01/2024 4.000% 885,000.00 12/01/2019 100.000
12/01/2025 4.100% 920,000.00 12/01/2019 100.000
12/01/2026 4.200% 955,000.00 12/01/2019 100.000
12/01/2027 4.250% 995,000.00 12/01/2019 100.000
12/01/2028 4.375% 1,040,000.00 12/01/2019 100.000
12/01/2029 4.500% 1,085,000.00 12/01/2019 100.000
12/01/2030 4.600% 1,130,000.00 12/01/2019 100.000
10,230,000.00
Note: *Preliminary Numbers for discussion purposes only
Oct 2,2017 5:44 pm Prepared by Public Financial Management,Inc. Page 4
0 pfm
SAVINGS
Clermont,Florida Water and Sewer System
Water and Sewer Revenue Refunding Note,Series 2017
PRELIMINARY NUMBERS
Bank Loan Provider:BBVA Compass
Present Value
Prior Prior Prior Refunding to 10/30/2017
Date Debt Service Receipts Net Cash Flow Debt Service Savings @ 2.3801369%
12/01/2017 211,398.75 140,932.50 70,466.25 22,283.61 48,182.64 47,797.72
12/01/2018 422,797.50 422,797.50 352,777.40 70,020.10 69,194.84
12/01/2019 422,797.50 422,797.50 352,540.20 70,257.30 67,815.29
12/01/2020 1,182,797.50 1,182,797.50 1,113,255.40 69,542.10 65,577.36
12/01/2021 1,186,197.50 1,186,197.50 1,115,811.20 70,386.30 64,777.11
12/01/2022 1,186,572.50 1,186,572.50 1,116,819.60 69,752.90 62,655.28
12/01/2023 1,185,822.50 1,185,822.50 1,116,304.40 69,518.10 60,939.32
12/01/2024 1,186,822.50 1,186,822.50 1,117,289.40 69,533.10 59,466.74
12/01/2025 1,186,422.50 1,186,422.50 1,116,727.00 69,695.50 58,147.26
12/01/2026 1,183,702.50 1,183,702.50 1,113,641.00 70,061.50 57,012.56
12/01/2027 1,183,592.50 1,183,592.50 1,114,079.00 69,513.50 55,170.21
12/01/2028 1,186,305.00 1,186,305.00 1,115,945.80 70,359.20 54,447.63
12/01/2029 1,185,805.00 1,185,805.00 1,116,193.80 69,611.20 52,519.76
12/01/2030 1,181,980.00 1,181,980.00 1,111,846.80 70,133.20 51,572.19
14,093,013.75 140,932.50 13,952,081.25 12,995,514.61 956,566.64 827,093.27
Savings Summary
PV of savings from cash flow 827,093.27
Plus:Refunding funds on hand 244.56
Net PV Savings 827,337.83
Note: *Preliminary Numbers for discussion purposes only
Oct 2,2017 5:44 pm Prepared by Public Financial Management,Inc. Page 5
0 pfm
BOND PRICING
Clermont,Florida Water and Sewer System
Water and Sewer Revenue Refunding Note,Series 2017
PRELIMINARY NUMBERS
Bank Loan Provider:BBVA Compass
Maturity
Bond Component Date Amount Rate Yield Price
Bond Component:
12/01/2018 94,000 2.380% 2.380% 100.000
12/01/2019 96,000 2.380% 2.380% 100.000
12/01/2020 859,000 2.380% 2.380% 100.000
12/01/2021 882,000 2.380% 2.380% 100.000
12/01/2022 904,000 2.380% 2.380% 100.000
12/01/2023 925,000 2.380% 2.380% 100.000
12/01/2024 948,000 2.380% 2.380% 100.000
12/01/2025 970,000 2.380% 2.380% 100.000
12/01/2026 990,000 2.380% 2.380% 100.000
12/01/2027 1,014,000 2.380% 2.380% 100.000
12/01/2028 1,040,000 2.380% 2.380% 100.000
12/01/2029 1,065,000 2.380% 2.380% 100.000
12/01/2030 1,086,000 2.380% 2.380% 100.000
10,873,000
Dated Date 10/30/2017
Delivery Date 10/30/2017
First Coupon 12/01/2017
Par Amount 10,873,000.00
Original Issue Discount
Production 10,873,000.00 100.000000%
Underwriter's Discount
Purchase Price 10,873,000.00 100.000000%
Accrued Interest
Net Proceeds 10,873,000.00
Note: *Preliminary Numbers for discussion purposes only
Oct 2,2017 5:44 pm Prepared by Public Financial Management,Inc. Page 6
0 pfm
BOND DEBT SERVICE
Clermont,Florida Water and Sewer System
Water and Sewer Revenue Refunding Note,Series 2017
PRELIMINARY NUMBERS
Bank Loan Provider:BBVA Compass
Period
Ending Principal Coupon Interest Debt Service
12/01/2017 22,283.61 22,283.61
12/01/2018 94,000 2.380% 258,777.40 352,777.40
12/01/2019 96,000 2.380% 256,540.20 352,540.20
12/01/2020 859,000 2.380% 254,255.40 1,113,255.40
12/01/2021 882,000 2.380% 233,811.20 1,115,811.20
12/01/2022 904,000 2.380% 212,819.60 1,116,819.60
12/01/2023 925,000 2.380% 191,304.40 1,116,304.40
12/01/2024 948,000 2.380% 169,289.40 1,117,289.40
12/01/2025 970,000 2.380% 146,727.00 1,116,727.00
12/01/2026 990,000 2.380% 123,641.00 1,113,641.00
12/01/2027 1,014,000 2.380% 100,079.00 1,114,079.00
12/01/2028 1,040,000 2.380% 75,945.80 1,115,945.80
12/01/2029 1,065,000 2.380% 51,193.80 1,116,193.80
12/01/2030 1,086,000 2.380% 25,846.80 1,111,846.80
10,873,000 2,122,514.61 12,995,514.61
Note: *Preliminary Numbers for discussion purposes only
Oct 2,2017 5:44 pm Prepared by Public Financial Management,Inc. Page 7
0 pfm
BOND DEBT SERVICE
Clermont,Florida Water and Sewer System
Water and Sewer Revenue Refunding Note,Series 2017
PRELIMINARY NUMBERS
Bank Loan Provider:BBVA Compass
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service
12/01/2017 22,283.61 22,283.61 22,283.61
06/01/2018 129,388.70 129,388.70
12/01/2018 94,000 2.380% 129,388.70 223,388.70 352,777.40
06/01/2019 128,270.10 128,270.10
12/01/2019 96,000 2.380% 128,270.10 224,270.10 352,540.20
06/01/2020 127,127.70 127,127.70
12/01/2020 859,000 2.380% 127,127.70 986,127.70 1,113,255.40
06/01/2021 116,905.60 116,905.60
12/01/2021 882,000 2.380% 116,905.60 998,905.60 1,115,811.20
06/01/2022 106,409.80 106,409.80
12/01/2022 904,000 2.380% 106,409.80 1,010,409.80 1,116,819.60
06/01/2023 95,652.20 95,652.20
12/01/2023 925,000 2.380% 95,652.20 1,020,652.20 1,116,304.40
06/01/2024 84,644.70 84,644.70
12/01/2024 948,000 1380% 84,644.70 1,032,644.70 1,117,289.40
06/01/2025 73,363.50 73,363.50
12/01/2025 970,000 2.380% 73,363.50 1,043,363.50 1,116,727.00
06/01/2026 61,820.50 61,820.50
12/01/2026 990,000 2.380% 61,820.50 1,051,820.50 1,113,641.00
06/01/2027 50,039.50 50,039.50
12/01/2027 1,014,000 2.380% 50,039.50 1,064,039.50 1,114,079.00
06/01/2028 37,972.90 37,972.90
12/01/2028 1,040,000 2.380% 37,972.90 1,077,972.90 1,115,945.80
06/01/2029 25,596.90 25,596.90
12/01/2029 1,065,000 2.380% 25,596.90 1,090,596.90 1,116,193.80
06/01/2030 12,923.40 12,923.40
12/01/2030 1,086,000 2.380% 12,923.40 1,098,923.40 1,111,846.80
10,873,000 2,122,514.61 12,995,514.61 12,995,514.61
Note: *Preliminary Numbers for discussion purposes only
Oct 2,2017 5:44 pm Prepared by Public Financial Management,Inc. Page 8
0 pfm
ESCROW REQUIREMENTS
Clermont,Florida Water and Sewer System
Water and Sewer Revenue Refunding Note,Series 2017
PRELIMINARY NUMBERS
Bank Loan Provider:BBVA Compass
Period Principal
Ending Interest Redeemed Total
12/01/2017 211,398.75 211,398.75
06/01/2018 211,398.75 211,398.75
12/01/2018 211,398.75 211,398.75
06/01/2019 211,398.75 211,398.75
12/01/2019 211,398.75 10,230,000.00 10,441,398.75
1,056,993.75 10,230,000.00 11,286,993.75
Note: *Preliminary Numbers for discussion purposes only
Oct 2,2017 5:44 pm Prepared by Public Financial Management,Inc. Page 9
0 pfm
ESCROW DESCRIPTIONS
Clermont,Florida Water and Sewer System
Water and Sewer Revenue Refunding Note,Series 2017
PRELIMINARY NUMBERS
Bank Loan Provider:BBVA Compass
Type of Type of Maturity First Int Par Max
Security SLGS Date Pmt Date Amount Rate Rate
Oct 30,2017:
SLGS Certificate 12/01/2017 12/01/2017 197,416 0.950% 0.950%
SLGS Certificate 06/01/2018 06/01/2018 131,432 1.220% 1.220%
SLGS Note 12/01/2018 12/01/2017 132,373 1.320% 1.320%
SLGS Note 06/01/2019 12/01/2017 133,246 1.410% 1.410%
SLGS Note 12/01/2019 12/01/2017 10,364,185 1.490% 1.490%
10,958,652
SLGS Summary
SLGS Rates File 02OCT17
Total Certificates of Indebtedness 328,848.00
Total Notes 10,629,804.00
Total original SLGS 10,958,652.00
Note: *Preliminary Numbers for discussion purposes only
Oct 2,2017 5:44 pm Prepared by Public Financial Management,Inc. Page 10
0 pfm
ESCROW COST
Clermont,Florida Water and Sewer System
Water and Sewer Revenue Refunding Note,Series 2017
PRELIMINARY NUMBERS
Bank Loan Provider:BBVA Compass
Type of Maturity Par Total
Security Date Amount Rate Cost
SLGS 12/01/2017 197,416 0.950% 197,416.00
SLGS 06/01/2018 131,432 1.220% 131,432.00
SLGS 12/01/2018 132,373 1.320% 132,373.00
SLGS 06/01/2019 133,246 1.410% 133,246.00
SLGS 12/01/2019 10,364,185 1.490% 10,364,185.00
10,958,652 10,95 8,652.00
Purchase Cost of Cash Total
Date Securities Deposit Escrow Cost
10/30/2017 10,958,652 0.24 10,958,652.24
10,958,652 0.24 10,958,652.24
Note: *Preliminary Numbers for discussion purposes only
Oct 2,2017 5:44 pm Prepared by Public Financial Management,Inc. Page 11
0 pfm
ESCROW CASH FLOW
Clermont,Florida Water and Sewer System
Water and Sewer Revenue Refunding Note,Series 2017
PRELIMINARY NUMBERS
Bank Loan Provider:BBVA Compass
Net Escrow
Date Principal Interest Receipts
12/01/2017 197,416.00 13,983.21 211,399.21
06/01/2018 131,432.00 79,966.34 211,398.34
12/01/2018 132,373.00 79,026.22 211,399.22
06/01/2019 133,246.00 78,152.56 211,398.56
12/01/2019 10,364,185.00 77,213.18 10,441,398.18
10,958,652.00 328,341.51 11,286,993.51
Escrow Cost Summary
Purchase date 10/30/2017
Purchase cost of securities 10,958,652.00
Note: *Preliminary Numbers for discussion purposes only
Oct 2,2017 5:44 pm Prepared by Public Financial Management,Inc. Page 12
0 pfm
ESCROW SUFFICIENCY
Clermont,Florida Water and Sewer System
Water and Sewer Revenue Refunding Note,Series 2017
PRELIMINARY NUMBERS
Bank Loan Provider:BBVA Compass
Escrow Net Escrow Excess Excess
Date Requirement Receipts Receipts Balance
10/30/2017 0.24 0.24 0.24
12/01/2017 211,398.75 211,399.21 0.46 0.70
06/01/2018 211,398.75 211,398.34 -0.41 0.29
12/01/2018 211,398.75 211,399.22 0.47 0.76
06/01/2019 211,398.75 211,398.56 -0.19 0.57
12/01/2019 10,441,398.75 10,441,398.18 -0.57
11,286,993.75 11,286,993.75 0.00
Note: *Preliminary Numbers for discussion purposes only
Oct 2,2017 5:44 pm Prepared by Public Financial Management,Inc. Page 13
0 pfm
ESCROW STATISTICS
Clermont,Florida Water and Sewer System
Water and Sewer Revenue Refunding Note,Series 2017
PRELIMINARY NUMBERS
Bank Loan Provider:BBVA Compass
Modified Yield to Yield to Perfect Value of
Total Duration Receipt Disbursement Escrow Negative Cost of
Escrow Escrow Cost (years) Date Date Cost Arbitrage Dead Time
SF1 140,932.50 0.086 0.969156% 0.969156% 140,762.79 169.71
BP 10,817,719.74 2.000 1.488199% 1.488199% 10,626,873.17 190,846.54 0.03
10,958,652.24 10,767,635.96 191,016.25 0.03
Delivery date 10/30/2017
Arbitrage yield 2.380137%
Note: *Preliminary Numbers for discussion purposes only
Oct 2,2017 5:44 pm Prepared by Public Financial Management,Inc. Page 14
0 pfm
AGGREGATE DEBT SERVICE
Clermont,Florida Water and Sewer System
Water and Sewer Revenue Refunding Note,Series 2017
PRELIMINARY NUMBERS
Bank Loan Provider:BBVA Compass
Water and
Sewer Revenue
Refunding
Period Note,Series Unre funded Aggregate
Ending 2017 Bonds Debt Service
12/01/2017 22,283.61 725,637.50 747,921.11
12/01/2018 352,777.40 760,575.00 1,113,352.40
12/01/2019 352,540.20 760,725.00 1,113,265.20
12/01/2020 1,113,255.40 1,113,255.40
12/01/2021 1,115,811.20 1,115,811.20
12/01/2022 1,116,819.60 1,116,819.60
12/01/2023 1,116,304.40 1,116,304.40
12/01/2024 1,117,289.40 1,117,289.40
12/01/2025 1,116,727.00 1,116,727.00
12/01/2026 1,113,641.00 1,113,641.00
12/01/2027 1,114,079.00 1,114,079.00
12/01/2028 1,115,945.80 1,115,945.80
12/01/2029 1,116,193.80 1,116,193.80
12/01/2030 1,111,846.80 1,111,846.80
12,995,514.61 2,246,937.50 15,242,452.11
Note: *Preliminary Numbers for discussion purposes only
Oct 2,2017 5:44 pm Prepared by Public Financial Management,Inc. Page 15