HomeMy WebLinkAboutResolution No. 1985-26 firileROMMED AUG 87
RESOLUTION NO. 85-26
A RESOLUTION AUTHORIZING THE ISSUANCE OF
$1 ,000 ,000 1985 SANITARY SEWER REVENUE CERTIF-
ICATE ANTICIPATION NOTES IN ANTICIPATION OF
THE ISSUANCE OF $2 ,500 ,000 SANITARY SEWER
REVENUE CERTIFICATES; AMENDING CERTAIN OTHER
PROVISIONS OF THE RESOLUTION AUTHORIZING THE
ISSUANCE OF SUCH CERTIFICATES AND PROVIDING
FOR AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CAPE
CANAVERAL, FLORIDA, that:
SECTION 1 . This resolution is adopted pursuant to the provi-
sions of Chapter 159 , Part I, and Chapter 166 , Florida Statutes , and
other applicable provisions of law.
SECTION 2. It is hereby found and determined as follows, that:
A. The City of Cape Canaveral, Florida (the "City") owns,
operates and maintains a sanitary sewer system.
B. The City has , by Resolution No. 81-76 dated November 19 ,
1981 , as amended by Resolution No. 81-78 dated December 11 , 1981 , as
amended by Resolution No. 83-36 and as further amended by Resolution
No. 84-12 (collectively, the "Resolution") , authorized the issuance
of $2 ,500 , 000 Sanitary Sewer Revenue Certificates (the "Certifi-
cates") , $2,000 ,000 1981 Sanitary Sewer Revenue Certificate Antici-
pation Notes (the "1981 Notes") , $1, 800 ,000 1983 Sanitary Sewer
Revenue Certificate Anticipation Notes (the "1983 Notes") and
$1,500 ,000 1984 Sanitary Sewer Revenue Certificate Anticipation
Notes (the "1984 Notes") . The 1981 Notes and the 1983 Notes have
been issued and redeemed, and the 1984 Notes have been issued and
remain outstanding.
C. The Project contemplated by Resolution No 81-76 has been
completed, all monies in the Construction Fund established pursuant
to Section 25 .C. of Resolution 81-76 have been expended for the
Project and for the redemption of the 1981 Notes , and the City has
determined that it will be to its advantage to issue a new series of
notes authorized hereby rather than issue Certificates at this time.
D. A negotiated sale of the 1985 Notes (as defined herein) is
required and necessary, and is in the best interest of the City, for
the same reasons set forth in Section 2 , Paragraph K of Resolution
81-76.
SECTION 3 . AUTHORIZATION OF ISSUANCE OF 1985 NOTES. In
anticipation of the issuance of the Certificates , the issuance of
the 1985 Sanitary Sewer Revenue Certificate Anticipation Notes of
the City in an aggregate principal amount of not to exceed at any
one time $1 ,000 ,000 the (the "1985 Notes") is hereby authorized,
such 1985 Notes to be issuable from time to time. The 1985 Notes
shall be subject to all of the provisions of the Resolution relating
to "Notes" as defined therein, except as amended hereby.
SECTION 4. FORM OF 1985 NOTE. The form of Note contained in
Section 17 of Resolution No. 81-76 , as amended, is amended to
include the form attached as Exhibit I to this resolution. The City
acknowledges that the 1984 Notes were issued according to the form
of note set forth as Exhibit I to Resolution No. 84-12 , and that
such issuance was proper in all respects. This Section 4 is intend-
ed to provide for an alternative form of note to be issued by the
City as its 1985 Notes. The 1985 Notes shall be issued in fully
registered form without coupons.
gMNXITIONNO. 85-26
PAGE 1 OF 3
MICRO-FILMED AUG 87
SECTION 5 . APPLICATION OF 1985 NOTE PROCEEDS FOR REDEMPTION OF
1984 NOTES. All of the proceeds of the 1985 Notes, including
accrued interest and premium, if any, received from the sale of any
or all of the 1985 Notes shall be applied by the City simultaneously
with the delivery of the 1985 Notes to the redemption of the 1984
Notes, including any accrued interest thereon.
SECTION 6 . AMENDMENT OF SECTION 15 . Section 15 of the Resolu-
tion is hereby amended to read as follows:
"SECTION 15 . NEGOTIABILITY OF NOTES. The City Clerk
shall keep books for the registration of transfers of 1985
Notes as provided herein. The transfer of any 1985 Notes may
be registered only upon such books and only upon surrender
thereof to the City Clerk together with an assignment duly
executed by the holder or his attorney or legal representative
in such form as shall be satisfactory to the City Clerk. Upon
any such registration of transfer the City shall execute and
the City Clerk shall attest and deliver in exchange for such
1985 Note a new 1985 Note or 1985 Notes registered in the name
of the transferee, and in an aggregate principal amount equal
to the principal amount of such 1985 Note or 1985 Notes so
surrendered.
In all cases in which 1985 Notes shall be exchanged, the
City shall execute and the City Clerk shall attest and deliver,
at the earliest practicable time, a new 1985 Note or 1985 Notes
in accordance with the provisions of this Resolution. All 1985
Notes surrendered in any such exchange or registration of
transfer shall forthwith be cancelled by the City Clerk. The
City or the City Clerk may make a charge for every such ex-
change or registration of transfer of 1985 Notes sufficient to
reimburse it for any tax or other governmental charge required
to be paid with respect to such exchange or registration of
transfer, but no other charge shall be make to any holder for
the privilege of exchanging or registering the transfer of 1985
Notes under the provisions of this Resolution. Neither the
City nor the City Clerk shall be required to make any such
exchange or registration of transfer of 1985 Notes during the
fifteen (15) days immediately preceding any interest payment
date.
The Notes shall be and shall have all of the qualities and
incidents of negotiable instruments under the laws of the State
of Florida, and each successive owner, in accepting any of such
Notes, shall be conclusively deemed to have agreed that such
Notes shall be and have all the qualities and incidents of
negotiable instruments under the laws of the State of Florida. "
SECTION 7. PAYMENT OF COSTS. The City shall pay out of
available revenues all costs relating to the issuance of the 1985
Notes, including, but not limited to, financial, legal and adminis-
trative costs and fees.
SECTION 8 . AWARD OF NOTES TO PURCHASER AND AUTHORIZATION OF
EXECUTION AND DELIVERY OF THE CONTRACT OF PURCHASE. The Contract of
Purchase, substantially in the form attached hereto as Exhibit II,
with such changes , corrections, insertions and deletions as may be
approved by The First Bankers, N.A. , and The First Bankers of Indian
River County (collectively, the "Purchaser") and by the Mayor and
City Clerk of the City, such approval to be evidenced conclusively
by their execution thereof, is hereby approved and authorized; the
City hereby authorizes and directs the Mayor and City Clerk to date
and execute and the City Clerk to attest, under the official seal of
the City, the Contract of Purchase and to deliver the Contract of
Purchase to the Purchaser; and all of the provisions of the Contract
of Purchase, when executed and delivered by the City as authorized
herein and by the Purchaser, shall be deemed to be a part of this
Resolution as fully and to the same extent as if incorporated
RESOLUTION M. 85-26
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_ __
MICROFILMED AUG 87
verbatim herein. The 1985 Notes shall be sold and delivered to the
Purchaser as provided in the Contract of Purchase, at a price equal
to 100% of the face amount of the 1985 Notes plus interest, if any,
accrued thereon from the date thereof to the date of their delivery
to the Purchaser.
SECTION 9. REPEAL OF INCONSISTENT PROVISIONS. The Resolution
shall remain in full force and effect, except to the extent that it
is inconsistent herewith. All prior resolutions or parts of resolu-
tions inconsistent with this resolution are hereby amended and
superseded by this resolution, but only to the extent of any such
inconsistency.
, „ SECTION 10. EFFECTIVE DATE. This resolution shall take effect
immediately.
PASSED AND ADOPTED this 18th day of April, 1985.
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Mayor
Attest:
D
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ty Clerk . , IIIMIIIIII
MARCHETTI
App • `ed'as to Form: NICHOLAS
RUTHERFORD
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RESOLUTION 85-26
PAGE 3 OF 3
EXHIBIT I MCROFILMED Q7 AtiO
-3 Q r
No.
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF BREVARD
CITY OF CAPE CANAVERAL
1985 SANITARY SEWER REVENUE CERTIFICATE ANTICIPATION NOTE
The City of Cape Canaveral in Brevard County, a municipal
corporation of the State of Florida (the "City") , for value re-
ceived, hereby promises to pay to the order of -
, or registered assigns, as herein provided, on the 21st
day of April, 1986, from the revenues hereinafter mentioned, the
principal sum of
with interest thereon, payable semiannually on the 21st day of
October, 1985, and on the 21st day of April, 1986 at the rate of
8-1/2% from the date hereof to maturity. Both principal of and
interest on this Note are payable in any coin or currency which on
the respective dates of payment of the same is legal tender for the
payment of public and private debts at The First Bankers of Florida,
N.A. , Cape Canaveral, Florida.
This Note is issued under the authority of and in full compli-
ance with the Constitution and statutes of the State of Florida,
including the Charter of the City of Cape Canaveral, in anticipation
of the issuance of definitive Certificates (hereinafter called the
"Certificates") , authorized by a Resolution heretofore adopted by
the Authority on the 19th day of November, 1981 , and authorizing the
issuance of this Note, as amended on December 14 , 1981 , June 7,
1983 , May 1 , 1984 and April 18 , 1985 (hereinafter collectively
called the "Resolution") for the purpose of temporarily financing
the project described in said Resolution.
This Note is redeemable at any time at par plus interest
accrued and unpaid on the Note at the time of redemption.
This Note is one of the authorized issue of Notes in the
aggregate principal amount of $1,000 ,000 of like date, general
tenor and effect, except as to number, issued pursuant to the
authority of and in full compliance with the Constitution and
statutes of the State of Florida, and the Charter of the City of
Cape Canaveral, to finance the cost of construction of improvements
to the Sanitary Sewer System of the City and acquisition of certain
extensions and to provide funds to redeem as part of the City' s 1984
Sanitary Sewer Revenue Certificate Anticipation Notes pursuant to
and subject to the terms and conditions of the Resolution, specifi-
cally authorizing the issuance of the Notes.
This Note is payable from and secured by a pledge of the
proceeds of said definitive Certificates when issued, and the City
will be obligated to issue a sufficient amount of the definitive
Certificates to pay the principal and interest on this Note, unless
both the principal and interest are paid from other legally avail-
able moneys. The principal of and interest on this Note will also
be payable from and constitute a lien upon and a pledge of the
revenues of the system and the excise taxes as defined in the
Resolution, which lien is junior and subordinate in all respects to
the outstanding portion of the City' s $1 ,350, 000 Sanitary Sewer
Revenue Certificates dated February 1 , 1965 (hereinafter called the
"1965 Certificate") , the outstanding portion of the City' s $250 ,000
Sanitary Sewer Revenue Certificates dated issued in 1966 (hereinaf-
ter called the "1966 Certificates") , and said definitive Certifi-
cates as to lien on and source and security for payment from said
revenues and excise taxes. Such lien is also junior and subordinate
in all respects as to the lien on and source and security for
payment from said excise taxes to an obligation of the City to repay
Ammuma"masaunamm. 85-26
PAall OF 6
inCROFIg MED /c‘LIC 87
$110,000 to United National Bank, as authorized by a resolution of
the City dated April 2 , 1981.
This Note does not constitute an indebtedness of the City of
Cape Canaveral, of Brevard County, of the State of Florida, or any
other political subdivision thereof, within the meaning of any
constitutional or statutory provision or limitation, and it is
expressly agreed by the holders of this Note that such holders shall
never have the right, directly or indirectly to require or compel
the exercise of the taxing power of the City, for the payment of
this Note or the making of any sinking fund, reserve or other
payments provided for in the Resolution.
It is further agreed between the City and the holder of this
Note that this Note and the obligation evidenced thereby shall not
constitute a lien upon the property of the City or any part thereof,
or on any other property of the City, but shall constitute a lien
only on and payable from the revenues derived from the operation of
the system in the manner provided in the Resolution, the proceeds of
the excise taxes and the proceeds of the definitive Certificates
when issued.
The City in the Resolution has covenanted and agreed to fix,
establish and maintain such rates and to collect such fees or other
charges for services and facilities of such system so as to always
provide revenue sufficient to pay the cost of operating and main-
taining the system, and, together with the proceeds of the excise
taxes, 125% of the largest amount of principal of and interest on
the Certificates in anticipation of which this Note is issued and of
the outstanding portion of the 1965 Certificates becoming due in any
succeeding year and all reserve or other payments provided for in
the 1965 Resolution and the Resolution, and all other obligations
payable on a parity therewith, and that such rates, fees or other
charges shall not be reduced so as to be insufficient to provide
revenues for such purposes. The City has entered into certain
further covenants with the holders of this Note, the Certificates in
anticipation of which this Note is Issued, and of the 1965 Certifi-
cates for the terms of which reference is made to the Resolution and
the 1965 Resolution.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen and to be performed prece-
dent to and in the issuance of this Note, 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 and the laws and
regulations of such State and of the United States of America
applicable thereto, and that the issuance of this Note does not
violate any constitutional or statutory limitation.
The transfer of this Note is registerable by the holder hereof
in person or by his attorney or legal representative at the office
of the City Clerk of the City, but only in the manner and subject to
the conditions provided in the Resolution and upon surrender and
cancellation of this Note.
This Note has all the qualities and incidents of a negotiable
instrument under the Uniform Commercial Code--Investment Securities
of the State of Florida. The Certificates in anticipation of which
this Note is issued have been validated by judgment of the Circuit
Court for Brevard County rendered on February 19 , 1982 .
IN WITNESS WHEREOF, the City of Cape Canaveral of the State of
Florida, has issued this Note and has caused the same to be executed
by its Mayor, either manually or by his facsimile signature, attest-
ed and countersigned with the manual or facsimile signature of its
ATTAaTaNI"TO RESOLUTION NO. 85-26
PAGE 2 OF 6
_ _ _
MECROMMED AUG 87
Secretary and a facsimile of its corporate seal to be affixed hereto
or imprinted hereon, all as of the 19th day of April, 1985.
CITY OF CAPE CANAVERAL
By
Mayor
(SEAL)
ATTESTED AND COUNTERSIGNED:
City Clerk
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and
transfers unto (Please insert Social
Security or other identifying number of transferee) the attached
Note of the City of Cape Canaveral, Florida, and does hereby consti-
tute and appoint , attorney, to transfer the
said Note on the books kept for registration thereof, with full
power of substitution in the premises .
Date
Signature Guaranteed by
By:
NOTICE: No transfer will be
Title: registered and no new Notes
will be issued in the name of the
Transferee, unless the signature
to this assignment corresponds
with the name as it appears upon
the face of the within Notes in
every particular, without altera-
tion or enlargement or any change
whatever and the Social Security
or Federal Employer Identifica-
tion Number of the Transferee is
supplied.
ATTACHMENT TO RESOLUTION NO. 85-26
PAGE 3 OF 6
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EXHIBIT II
April 19 , 1985
City of Cape Canaveral
Cape Canaveral, Florida
Gentlemen:
The First Bankers, N.A. , and The First Bankers of Indian River
County (collectively, the "Note Purchaser") , have been advised that
the City of Cape Canaveral (the "City") has authorized, by a Resolu-
tion dated November 19 , 1981 , amended on December 11 , 1981 , June 7 ,
1983 , May 1 , 1984, and April 18 , 1985 (collectively, the "Resolu-
tion") , the issuance of the $2 ,500 ,000 Sanitary Sewer Revenue
Certificates (the "Certificates") on a parity with the $1 ,350 ,000
Sanitary Sewer Revenue Certificates issued by the City in 1965 (the
"1965 Certificates") and the issuance of $1,000 ,000 1985 Sanitary
Sewer Revenue Certificate Anticipation Notes in anticipation of the
issuance of the Certificates (the "1985 Notes") . The 1985 Notes and
the Certificates will be issued to finance a portion of the cost of
improvements to a sanitary sewer system of the City (the "System") .
The Certificates are to be payable solely from and secured by a lien
upon and pledge of the net revenues derived from the operation of
the System and from the proceeds of the excise taxes as described in
the Resolution. Such lien is junior and subordinate to other liens
as described in the 1985 Notes. The 1985 Notes will be issued in
anticipation of the issuance of the Certificates and shall be
payable from the proceeds of the Certificates when issued. The
Notes shall also be secured by a lien on the revenues of the System
and the proceeds of the excise taxes, which lien shall be subordi-
nate to that of the Certificates and the 1965 Certificates. The
purpose of the 1985 Notes is also to redeem in part the City' s
$1 ,500 ,000 1984 Sanitary Sewer Revenue Certificate Anticipation
Notes .
The Note Purchaser offers to purchase the 1985 Notes at a
negotiated sale at the price and on the terms and conditions set
forth herein. If the provisions hereof are acceptable to you, your
execution and delivery hereof to the undersigned shall constitute an
agreement to sell the 1985 Notes to the undersigned as provided in
the following sections hereof.
Section 1 . The City will issue the 1985 Notes in the aggregate
principal amount of $1,000 ,000. The 1985 Notes will be a limited
obligation of the City, payable solely from the proceeds of the
Certificates when issued, and will be secured by a lien on the
revenues of the System and the proceeds of the excise taxes, as
described in the Resolution. The 1985 Notes will bear interest at
the rate determined as set forth below.
The rate of interest on the 1985 Notes shall be 8-1/2%, which
interest shall be paid semiannually on the 21st day of October,
1985 , and the 21st day of April, 1986 , on the outstanding principal
balance of the 1985 Notes.
The principal of the 1985 Notes shall be repaid as follows:
The 1985 Notes shall be issued in fully registered form in the
maturities and in the amounts as indicated below:
Amount Maturity Bank
$400 ,000 April 21 , 1986 The First Bankers of
Indian River County
$600,000 April 21 , 1986 The First Bankers , N.A.
AaTACHOIDE"TO RESOLUTION NO. 85-26
PAGE 4 OF 6
TVYBROFiLMED AUG 87
The 1985 Notes shall be redeemable at any time at par plus interest
accrued and unpaid.
Section 2 . The City will sell to the Note Purchaser and the
Note Purchaser will purchase from the City, in accordance with the
provisions hereof, the 1985 Notes at 100% of the principal amount
thereof.
Section 3 . The Note Purchaser' s obligation to purchase the
1985 Notes is conditioned on the following:
(1) The 1985 Notes, and all other documents to be delivered at
the closing shall be satisfactory to the City and to the Note
Purchaser.
(2) The 1985 Notes shall be delivered to the Note Purchaser in
Merritt Island, Florida, or such other place as is mutually satis-
factory to the City and the Note Purchaser, against payment in
immediately available funds.
(3) Delivery of the 1985 Notes will be made on or before April
19 , 1985 , or such later date as may be agreed upon by the City and
the Note Purchaser.
Section 4 . All expenses of issuing the 1985 Notes shall be
paid out of legally available funds of the City.
Section 5 . The Note Purchaser hereby makes the following
representations, which representations may be relied upon by the
City and by bond counsel:
(A) the Note Purchaser has full power and authority to
execute this agreement, to purchase the 1985 Notes as herein provid-
ed, and to make the representations set forth in this Section 5 of
this Contract of Purchase;
(B) the Note Purchaser is aware:
(i) that investment in the 1985 Notes involves
various risks;
(ii) that the 1985 Notes are not general obligations
of the City; and
(iii) that the principal of, premium, if any, and
interest on the 1985 Notes is payable solely
from the sources specified in the 1985 Notes and
in the Resolution;
(C) the Note Purchaser has made such independent investi-
gation of the plans and specifications for the improvements to the
System as the Note Purchaser, in the exercise of sound business
judgment, considers to be appropriate under the circumstances; the
Note Purchaser has had the opportunity to ask questions of, and
receive answers from, officers of the City concerning the property
comprising the System, the business and financial condition of the
City, and to obtain such other information as the Note Purchaser
deemed necessary to verify the accuracy of the information referred
to above and that the Note Purchaser has relied solely upon its
independent investigation in making a decision to purchase the 1985
Notes;
(D) the Note Purchaser has knowledge and experience in
financial and business matters and is capable of evaluating the
merits and the risks of its investment in the 1985 Notes and that it
can bear the economic risk of its investment in the 1985 Notes;
(E) the Note Purchaser acknowledges its understanding
that the 1985 Notes are not being registered under the Securities
Act of 1933 , as amended (the "1933 Act") or Chapter 517 , Florida
Statutes;
ATTAZNINI"TO RESOLUTION NO. 85-26
PAGE 5 OF 6
m CEOFLMED AUG 87
(F) the Note Purchaser is not a bond house, broker or
other intermediary, and it is purchasing the 1985 Notes as an
investment for its own account and/or for the account of affiliated
banks under common control with Note Purchaser and not with a
present view to a resale or other distribution to the public. The
City may rely on this representation in the certification required
by section 103 (c) of the Internal Revenue Code of 1954 , as amended,
and the regulations promulgated thereunder. In the event that the
Note Purchaser proposes to resell or otherwise disposes of the 1985
Notes, such resale or other disposition shall comply with all then
applicable laws. Except as otherwise expressly provided in this
paragraph, the resale or other distribution of the 1985 Notes shall
at all times be within the sole control of the Note Purchaser;
(G) the Note Purchaser has not paid and will not pay any
bonus, fee, or gratuity to any "finder, " within the meaning of
Section 218. 386 , Florida Statutes, in connection with the sale of
the 1985 Notes.
Respectfully submitted,
THE FIRST BANKERS OF INDIAN RIVER
COUNTY
By:
Authorized Officer or Agent
THE FIRST BANKERS, N.A.
By:
Authorized Officer or Agent
Accepted:
Attest: CITY OF CAPE CANAVERAL
By:
City Clerk Mayor
ATTAMODUTTO RESOLUTION NO. 85-26
PAGE 6 OF 6
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