R-88-585
_ CITY OF CLERMONT _
RESOLUTION NO. 585
A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF
CLERMONT, FLORIDA, AUTHORIZING THE EXECUTION AND
DELIVERY OF A REFUNDING LOAN AGREEMENT IN
CONNECTION WITH THE BORROWING OF $2,200,000 FROM THE
GULF BREEZE, FLORIDA, LOCAL GOVERNMENT LOAN
PROGRAM FLOATING RATE DEMAND REVENUE BONDS, SERIES
1985B TO FINANCE THE REFUNDING OF THE REFUNDED BONDS
HEREIN DEFINED; PROVIDING FOR THE PREPAYMENT OF THE
REFUNDED BONDS; AUTHORIZING THE EXECUTION AND
DELIVERY OF A GOVERNMENTAL UNIT NOTE TO EVIDENCE THE
OBLIGATION OF THE CITY UNDER SUCH REFUNDING LOAN
AGREEMENT; AUTHORIZING CERTAIN OTHER MATTERS IN
CONNECTION THEREWITH AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the City of Gulf Breeze, Florida, a municipal corporation of the
State of Florida (the "Sponsor") has provided a means of financing and refinancing the cost
of acquisition and installation of capital projects by certain governmental units to the
State of Florida (the "Program") with the proceeds of $100,000,000 aggregate principal
amount of its Local Government Loan Program Floating Rate Demand Revenue Bonds,
Series 1985 A-E (the "Bonds"); and
WHEREAS, the City of Clermont, Florida (the "Issuer") has previously issued the
Refunded Bonds, as defined in the Loan Agreement hereafter described, all of which
Refunded Bonds are held by the United States Department of Agriculture, Farmers Home
Administration (the "Farmers Home Administration"); and
WHEREAS, the Farmers Home Administration has established a program (the
"Discount Program") to permit the Issuer to payoff the Refunded Bonds at a substantial
discount; and
WHEREAS, the Issuer has determined that, in addition to the cost savings to be
obtained from the refunding of the Refunded Bonds, such refunding would also be
advantageous because it will result in a consolidation and simplification of the debt
structure pertaining to the Issuer's municipal water and sewer system; and
WHEREAS, the Sponsor's Local Government Loan Program Floating Rate
Demand Revenue Bonds, Series 1985B (the "Series 1985B Bonds") are now available to be
loaned to the Governmental Unit to be used to retire the Refunded Bonds (the "Refunding
Loan"); and
WHEREAS, such Refunding Loan is being made pursuant to a Refunding Loan
Agreement dated as of June 1, 1988 between the Sponsor, the Issuer and Sun Bank,
National Association (the "Trustee") and Jackson C. Tuttle, City Manager (the
"Administrator") (the "Refunding Loan Agreement"); and
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WHEREAS, the parties to the Refunded Loan Agreement desire to prepay the
Refunded Bonds pursuant to the terms of said Discount Program, to the extent possible,
and further desire to execute and deliver the Refunding Loan Agreement for the purposes
set forth above;
WHEREAS, to evidence its obligation to repay the Refunding Loan, the Issuer
will execute and deliver a fixed rate note (the "Governmental Unit Note"); and
WHEREAS, to secure its obligation to repay the Governmental Unit Note and
Refunding Loan the Issuer wishes to pledge as security for the Governmental Unit Note
the Pledged Revenues, as defined in the Refunding Loan Agreement (the "Pledged
Revenues");
NOW, THBREFORB, BE IT RESOLVED by the governing body of the City of
Clermont, Florida, as follows:
Section 1. DEFINITIONS. Terms defined in the preambles hereof shall have
the meanings set forth therein. All capitalized terms used herein which are defined in the
Refunding Loan Agreement shall have the meanings assigned thereto in the Refunding
Loan Agreement, unless the context hereof affirmatively requires otherwise.
Section 2.
FINDINGS. It is hereby found, determined and declared that:
(A) The Refunding Program identified in the attached Refunding Loan
Agreement ís an authorized project within the meaning of the Act, and the
accomplishment of the Refunding Program is necessary and desirable, is in the public
interest and will serve a proper public purpose.
(B) It. is necessary and desirable and in the public interest that the
Refunding Program be carried out at the earliest possible time; however, the Issuer does
not have the resources necessary to pay for the Refunding Program from currently
available funds.
(C) The financing of the costs of the Refunding Program from funds
borrowed from the Series 1985B Bonds is in the best interest of the public and will enable
the Issuer to conserve public funds.
(D) The estimated receipts of Pledged Revenues are sufficient to pay
the principal and interest and all other amounts payable with respect to the Prior Lien
Bonds, the Refunding Loan and the Governmental Unit Note.
(E) The Pledged Revenues are not pledged, encumbered or
hypothecated by any Resolution, Agreement, Indenture, Ordinance or other instrument to
which the Issuer is a party or by which it is bound, except as otherwise set forth in the
Refunding Loan Agreement.
Section 3. REFUNDING PROGRAM AUTHORIZED. The cost of financing of
the Refunding Program, as described herein, in the manner provided in the Refunding
Loan Agreement (hereinafter defined) is hereby authorized and approved, in the amount of
$2,200,000.
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Section 4. AUTHORIZATION OF FILING LOAN APPLICATION. The Loan
Application with respect to the Program, in substantially the form attached hereto as
Exhibit "A", with such changes, alterations and connections as may be approved by the
Mayor or Mayor Pro-tern of the Issuer, such approval to be presumed by his execution
thereof, is hereby approved by the Issuer, and the Issuer hereby authorizes and directs said
Mayor or Mayor Pro-tern to execute the Loan Application and to deliver the Loan
Application to the City Manager of the City of Gulf Breeze, Florida, as Administrator,
and Sun Bank, National Association, as Trustee under the Program. The provisions of the
Loan Application, when executed and delivered by the Issuer as authorized herein, shall be
deemed a part of this instrument as fully and to the same extent as if incorporated
verbatim herein.
Section 5. AUTHORIZATION OF EXECUTION AND DELIVERY OF
REFUNDING LOAN AGREEMENT. The Refunding Loan Agreement, in substantially the
form attached hereto as Exhibit "I", with such changes, alterations and corrections as may
be approved by the Mayor or Mayor Pro-tern of the governing board of the Issuer, such
approval to be presumed by his execution thereof, is hereby approved by the Issuer, and
the Issuer hereby authorizes and directs said Mayor or Mayor Pro-tern to execute, and the
City Clerk or Assistant City Clerk of the Issuer to attest under the seal of the Issuer, the
Refunding Loan Agreement and to deliver to the Administrator and the Trustee the
Refunding Loan Agreement, all of the provisions of which, when executed and delivered
by the Issuer as authorized herein and by the Administrator and the Trustee duly
authorized, shall be deemed to be a part of this instrument as fully and to the same extent
as if incorpor~ted verbatim herein.
Section 6. ISSUANCE OF GOVERNMENTAL UNIT NOTE; SECURITY. The
Refunding Loan shall be evidenced by the Governmental Unit Note, issued in the amount
of $2,200,000. The Mayor or Mayor Pro-tern of the Issuer and the City Clerk or Assistant
City Clerk to the Issuer are hereby authorized to issue and deliver the Governmental Unit
Note against receipt of the proceeds of the Refunding Loan as provided in the Refunding
Loan Agreement. The Governmental Unit Note shall have such terms and provisions, shall
bear interest at such rates, adjusted in such manner and payable at such times, and shall
mature in such amounts on such dates, all as are set forth in the Refunding Loan
Agreement. Upon issuance, the Governmental Unit Note shall be secured by a lien upon
and pledge of the Pledged Revenues. The Issuer hereby pledges, and grants a lien upon,
the Pledged Revenues, in favor of the Governmental Unit Note, all in the manner set
forth in the Refunding Loan Agreement and the Governmental Unit Note.
Section 7. NO PERSONAL LIABILITY. No covenant, stipulation, obligation
. or agreement herein contained or contained in the Refunding Loan Agreement shall be
deemed to be a covenant, stipulation, obligation or agreement of any member, agent or
employee of the Issuer or its governing body in individual capacity, and neither the
members of the governing body of the Issuer nor any official executing the Refunding
Loan Agreement or the Governmental Unit Note shall be liable personally thereon or be
subject to any personal liability or accountability by reason of the issuance thereof.
Section 8. NO TffiRD PARTY BENEFICIARIES. Except as herein or in the
RefuQding Loan Agreement otherwise expressly provided, nothing in this instrument or in
the Refunding Loan Agreement, expressed or implied, is intended or shall be construed to
confer upon any person, firm or corporation other than the Issuer, the Administrator, the
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Credit Facility Issuer, and the Trustee any right, remedy or claim, legal or equitable,
under and by reason of this instrument or any provision thereof or of the Refunding Loan
Agreement, this instrument and the Refunding Loan Agreement intended to be and being
for the sole and exclusive benefit of the Issuer, the Administrator, the Credit Facility
Issuer and the Trustee.
Section 9. PREREQUISITES PERFORMED. All acts, conditions and things
relating to the passage of this instrument, to the execution of the Refunding Loan
Agreement and the Governmental Unit Note required by the Constitution or laws of the
State of Florida to happen, exist, and be performed precedent to and in the passage
hereof, and precedent to the execution and delivery of the Refunding Loan Agreement and
the Governmental Unit Note, have happened, exist and have been performed as so
required. '
Section 10. GENERAL AUTHORITY. The members of the governing board of
the Issuer an<;1 the Issuer's officers, attorneys, engineers or other agents or employees are
hereby authorized to do all acts and things required of them by this instrument, the
Refunding Loan Agreement or the Governmental Unit Note, or desirable or consistent
with the requirements hereof or the Refunding Loan Agreement or the Governmental Unit
Note, for the full, punctual and complete performance of all the terms, covenants and
agreements contained in the Refunding Loan Agreement, the Governmental Unit Note,
and this instrument.
Section 11. TlßS INSTRUMENT CONSTITUTES A CONTRACT. The Issuer
covenants and agrees that this instrument shall constitute a contract between the Issuer
and the owners from time to time of the Governmental Unit Note and that all covenants
and agreements set forth herein and in the Refunding Loan Agreement and the
Governmental Unit Note to be performed by the Issuer shall be for the equal and ratable
benefit and security of all owners of the Governmental Unit Note.
Section 12. RESOLUTION TO CONSTITUTE INTERLOCAL AGREEMENT.
The Refunding Loan Agreement and the Governmental Unit Note incorporated by
reference herein, shall be deemed to be an Interlocal Agreement with the City of Gulf
Breeze, Florida, within the meaning of Chapter 163, Part I, Florida Statutes, and shall be
filed of record in accordance with the provisions of the Florida Intergovernmental
Cooperation Law upon acceptance of the Loan Agreement by the Administrator.
Section 13. VAUDATION AUTHORIZED. Livermore Klein & Lott, P.A., Bond
Counsel, are hereby authorized to file proceedings in the Circuit Court, in and for the
County, pursuant to Chapter 75, Florida Statutes, to validate the Refunding Loan
Agreement and the Government Unit Note, if such proceedings are deemed necessary by
Bond Counselor counsel to the Borrower.
Section 14. SPECIAL OBLIGATION OF THE ISSUER. The Refunding Loan and
the Governmental Unit Note, and all payments due with respect thereto, shall be a special
obligation of the Issuer, payable solely from the Pledged Revenues as herein provided.
The Refunding Loan and the Governmental Unit Note does not constitute a general
indeb~edness of the Issuer, or a pledge of its faith, credit or taxing power within the
meaning of any constitutional or statutory provision or limitation. Neither the State of
Florida nor any political subdivision thereof nor the Issuer shall be obligated (1) to
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exercise its ad valorem taxing power or any other taxing power in any form on any real or
personal property of the Issuer to pay the principal of the Refunding Loan and the
Governmental Unit Note, the interest thereon or other payments or costs incident
thereto, or (2) to pay the same from any other funds of the Issuer except from the Pledged
Revenues, all in the manner provided herein.
Section 15. SEVERABILITY OF INY ALID PROVISIONS. If anyone or more of
the covenants, agreements or provisions herein contained shall be held contrary to any
express provisions of law or contrary to the policy of express 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 or provisions and shall in no way
affect the validity of any of the other provisions hereof or of the Refunding Loan
Agreement or the Governmental Unit Note.
Section 16. NEGOTIATED SALE NECESSARY. It is hereby found, ascer-
tained, determined and declared by the Issuer that a negotiated borrowing under the
Program is in the best interest of the Issuer and is found to be necessary on the basis of
the following reasons as to which specific findings are hereby made:
(1) A competitive sale of the Governmental Unit Note would in all
probability not produce better terms than a negotiated sale particularly in view of the
timing of such an offering and the current instability of the bond market.
(2)· The Program offers borrowing with the economies of a large scale
financing and sophisticated credit and liquidity structure which the Issuer could not
command in the market in a solitary financing.
Section 17. AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The
Mayor, Mayor Pro-tern, City Clerk and Assistant City Clerk to the governing board of the
Issuer, counsel to the Issuer, Leonard Baird, Jr., and Livermore Klein & Lott, P.A., Bond
Counsel for the Issuer, are designated agents of the Issuer in connection with the issuance
and delivery of the Governmental Unit Note and are authorized and empowered,
collectively or individually, to take all action and steps to execute and deliver any and all
instruments, documents or contracts on behalf of the Issuer which are necessary or
desirable in connection with the execution and delivery of the Governmental Unit Note
and which are not inconsistent with the terms and provisions of this resolution and other
actions relating to the Governmental Unit Note heretofore taken by the Issuer. Such
individuals are specifically authorized and directed to take all necessary and appropriate
actions to prepay and refund the Refunded Bonds with the proceeds of the Refunding Loan
when available.
Section 18. REPEALING CLAUSE. All resolutions or parts thereof of the
Issuer in conflict with the provisions herein contained are, to the extent of such conflict,
hereby superseded and repealed.
Section 19. EFFECTIVE DATE. This instrument shall take effect
immediately upon its adoption.
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Attest:
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BY:~ ?l ~~
Mayor 6- ,- '----
CITY OF CLERMONT, FLORIDA
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STATE OF FLORIDA
COUNTY OF LAKE
I, Joseph E. Van Zile
, City Clerk of the City Council of the
City of Clermont, Florida, do hereby certify that the above and foregoing is a true and
correct copy of a resolution as the same was duly adopted and passed at a Regular
Meeting of the City Council on the 2JI1J!. day of J""'~ , 1988, and as the
same appears on record in my office.
IN WITNESS WHEREOF, I hereunto set my hand and official seal this 2., IJ;
day of 7v"'~
, 1988.
CITY OF CLERMONT, FLORIDA
ßw~efv;P
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