HomeMy WebLinkAboutResolution No. 2014-05RESOLUTION NO. 2014-05
A RESOLUTION OF THE CITY OF CAPE CANAVERAL, FLORIDA,
SUPPLEMENTING CITY ORDINANCE NO. 03 -2014 ENACTED ON
FEBRUARY 18, 2014 BY ACCEPTING THE PROPOSAL OF HANCOCK
BANK TO PURCHASE THE CITY'S NOT TO EXCEED $5,500,000 CAPITAL
IMPROVEMENT REVENUE NOTE, SERIES 2014; AUTHORIZING THE
EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH SAID
BANK TO SECURE THE REPAYMENT OF SAID NOTE; AUTHORIZING
THE PROPER OFFICIALS OF THE CITY TO TAKE ANY OTHER ACTION
DEEMED NECESSARY OR ADVISABLE IN CONNECTION WITH THE
FINALIZATION AND EXECUTION OF THE LOAN AGREEMENT, THE
NOTE, AND THE SECURITY THEREFOR; AUTHORIZING THE
EXECUTION AND DELIVERY OF DOCUMENTS IN CONNECTION WITH
SAID LOAN; DESIGNATING THE NOTE AS "BANK QUALIFIED ";
PROVIDING FOR REPEAL OR SUPERSESSION OF PRIOR INCONSISTENT
CITY RESOLUTIONS OR ACTIONS; PROVIDING FOR SEVERABILITY
AND OTHER MATTERS IN REGARD THERETO; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CAPE
CANAVERAL, FLORIDA, AS FOLLOWS:
AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant
to the provisions of Chapter 166, Part II, Florida Statutes, the Florida Constitution and other
applicable provisions of law and City Ordinance No. 03 -2014 enacted on February 18, 2014 (the
"Ordinance ").
FINDINGS. It is hereby ascertained, determined and declared:
The City of Cape Canaveral, Florida (the "City ") deems it necessary, desirable
and in the best interests of the City and its residents and that it serves a paramount public purpose
that the City issue its Capital Improvement Revenue Note, Series 2014 (the "2014 Note ") to
acquire and construct the Project as defined in the Ordinance, all as more particularly described
in the Ordinance and the Loan Agreement (as defined herein).
Pursuant to Section 2(b), Article VIII of the State Constitution, and Section
166.021, Florida Statutes, municipalities have the governmental, corporate and proprietary
powers to enable them to conduct municipal government, perform municipal functions, and
render municipal services, and may exercise any power for municipal purposes, except when
expressly prohibited by law. The issuance by the City of the 2014 Note to acquire and construct
the Project and the execution and delivery of the Loan Agreement to secure the 2014 Note is not
prohibited by law.
Based on the present volatility of the market for municipal debt in consultation
with the City's financial advisor, Larson Consulting Services, LLC, and following a review of the
bank responses from the City's RFP for the 2014 Note by the City's financial advisor and the City
City of Cape Canaveral
Resolution No. 2014 -05
Page 2 of 4
Manager and other members of City staff, and the City Council's decision on January 21, 2014
to proceed with the selection of the Bank (as defined below), it has been determined it is in the
best interest of the City to issue the 2014 Note pursuant to the Ordinance and the Loan
Agreement by negotiated sale, allowing the City to issue the 2014 Note at the most advantageous
time} allowing the City to obtain the best interest rate and other terms for the 2014 Note, and
accordingly, the City Council of the City hereby finds and determines that it is in the best
financial interest of the City that a negotiated sale of the 2014 Note to Hancock Bank (the
"Bank ") be authorized.
AUTHORIZATION OF ISSUANCE OF 2014 NOTE. The City hereby authorizes
issuance of the 2014 Note to acquire and construct the Project and to pay costs of issuing the
2014 Note as more particularly described in the Loan Agreement.
ACCEPTANCE OF TERMS AND CONDITIONS WITH BANK. Based on a
recommendation from the City's financial advisor and in consultation with the City staff, the City
hereby accepts the revised letter of the Bank dated January 21, 2014 attached hereto to provide
the City with the loan evidenced by the 2014 Note.
APPROVAL OF FORM OF AND AUTHORIZATION OF LOAN
AGREEMENT AND 2014 NOTE AND EXECUTION OF LOAN AGREEMENT AND 2014
NOTE. The repayment of the loan as evidenced by the 2014 Note shall be pursuant to the terms
and provisions of the Ordinance, the Loan Agreement and the 2014 Note. The City hereby
approves the Loan Agreement by and between the City and the Bank in substantially the form
attached hereto as EXHIBIT "A" (the "Loan Agreement ") and the 2014 Note and authorizes the
Mayor or the Mayor Pro Tern of the City (collectively, the "Mayor ") and the City Clerk or any
deputy or assistant City Clerk of the City (collectively, the "City Clerk ") to execute and deliver
on behalf of the City the Loan Agreement and the 2014 Note in substantially the form attached to
the Loan Agreement, with such changes, insertions and additions as they may approve, their
execution thereof being conclusive evidence of such approval.
PAYMENT OF DEBT SERVICE ON 2014 NOTE. Pursuant to the Loan
Agreement, the 2014 Note will be secured by the Pledged Revenues (as defined in the Ordinance
and the Loan Agreement).
AUTHORIZATION OF OTHER DOCUMENTS TO EFFECT TRANSACTION.
To the extent that other documents including but not limited to notices, certificates, opinions, or
other items are needed to effect any of the transactions referenced in this Resolution, the
Ordinance, the Loan Agreement, the 2014 Note, and the security therefor, the Mayor, the City
Clerk, the City Manager, the Administrative Services Director, the Finance Director, the City
Attorney, Financial Advisor and Bond Counsel are hereby authorized to execute and deliver such
documents, certificates, opinions, or other items and to take such other actions as are necessary
for the full, punctual, and complete performance of the covenants, agreements, provisions, and
other terms as are contained herein and in the documents included herein by reference.
City of Cape Canaveral
Resolution No. 2014 -05
Page 3 of 4
PAYING AGENT AND REGISTRAR. The City hereby accepts the duties to
serve as registrar and paying agent for the 2014 Note.
LIMITED OBLIGATION. The obligation of the City to repay amounts under the
Loan Agreement and the 2014 Note are limited and special obligations, payable solely from the
sources and in the manner set forth in the Loan Agreement and shall not be deemed a pledge of
the faith and credit or taxing power of the City.
DESIGNATION OF 2014 NOTE AS BANK QUALIFIED. The City designates
the 2014 Note as a "qualified tax - exempt obligation" within the meaning of Section 265(b)(3) of
the Internal Revenue Code of 1986, as amended (the "Code "). The City does not reasonably
anticipate that the City, any subordinate entities of the City, and issuers of debt that issue "on
behalf' of the City, will during the calendar year 2014 issue more than $10,000,000 of "tax -
exempt" obligations, exclusive of those obligations described in Section 265(b)(3)(C)(ii) of the
Code.
REPEAL OF PRIOR INCONSISTENT RESOLUTIONS AND ACTIONS. All
prior resolutions or actions of the City in conflict herewith are hereby superseded and repealed to
the extent of such conflict.
EFFECT OF PARTIAL INVALIDITY. If any one or more provisions of this
Resolution, the Loan Agreement, or the 2014 Note shall for any reason be held to be illegal or
invalid, such illegality or invalidity shall not affect any other provision of this Resolution, the
2014 Note or the Loan Agreement, but this Resolution, the Loan Agreement, and the 2014 Note
shall be construed and enforced as if such illegal or invalid provision had not been contained
therein. The 2014 Note shall be issued and Loan Agreement shall be executed and this
Resolution is adopted with the intent that the laws of the State of Florida shall govern their
construction.
EFFECTIVE DATE. This Resolution shall take effect immediately upon its
adoption.
[Remainder of Page Intentionally Left Blank]
City of Cape Canaveral
Resolution No. 2014 -05
Page 4 of 4
ADOPTED by the City Council of the City of Cape Canaveral, Florida, this 181h day of
February, 2014.
CITY OF CAPE CANAVERAL, FLORIDA
e�&:' 1 2;-
Buzz Petsos, Mayor Pro Tern
ATTEST
P14 k jfl��
For
Angela Apperson, MMC
City Clerk
John Bond notion
Bob Hoog x
Buzz Petsos x
Rocky Randels Absent
Betty Walsh SPcond
Approved as to legal form and sufficiency for the
City of Cape Canaveral only
By zn��
Anthony A. Garganese, City Attorney
Against
EXHIBIT “A”
LOAN AGREEMENT
Resolution No. 2014-05
Exhibit "A"
LOAN AGREEMENT
Dated as of February _, 2014
By and Between
�W THE CITY OF CAPE CANAVERAL, FLORIDA
Im
{28004717;2;
and
HANCOCK BANK
Resolution No. 2014-05
Exhibit "A"
TABLE OF CONTENTS `+
(The Table of Contents for this Loan Agreement is for convenience of reference only and
is not intended to define, limit or describe the scope or intent of any provisions of this Loan
Agreement.)
Pa.e
ARTICLE I DEFINITION OF TERMS................................................................................ I
Section1.01.
Definitions................................................................................................... I
Section1.02.
Interpretation............................................................................................... 4
Section 1.03.
Titles and Headings..................................................................................... 4
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PARTIES ................. 4
Section 2.01.
Representations and Warranties of City ...................................................... 4
Section 2.02.
Covenants of the City.................................................................................. 5
Section 2.03.
Representations and Warranties of Bank .................................................... 5
ARTICLEIII THE 2014 NOTE............................................................................................... 5
Section 3.01. Purpose and Use.......................................................................................... 5
Section3.02. The 2014 Note............................................................................................. 5
Section 3.03. Adjustments to 2014 Note Rate................................................................... 6
Section 3.04. Conditions Precedent to Issuance of 2014 Note .......................................... 7
Section 3.05. Registration of Transfer; Assignment of Rights of Bank ............................ 8
Section 3.06. Ownership of the 2014 Note........................................................................ 9
Section 3.07. Use of Proceeds of 2014 Note Permitted Under Applicable Law ............... 9
Section 3.08. Authentication............................................................................................. 9
ARTICLE IV COVENANTS OF THE CITY.......................................................................... 9
Section 4.01. Performance of Covenants.......................................................................... 9
Section 4.02. Payment of 2014 Note................................................................................. 9
Section 4.03. Tax Covenant............................................................................................. 10
Section 4.04. Compliance with Laws and Regulations................................................... 10
Section4.05 Additional Debt......................................................................................... 10
ARTICLE V EVENTS OF DEFAULT AND REMEDIES .................................................. 10
Section 5.01. Events Of Default...................................................................................... 10
Section5.02. Remedies................................................................................................... I 1
Section 5.03. Remedies Cumulative................................................................................ 11
ARTICLE VI MISCELLANEOUS PROVISIONS...............................................................
11
Section 6.01.
Covenants of City, Etc.; Successors..........................................................
11
Section 6.02.
Term of Agreement...................................................................................
11
Section 6.03.
Amendments and Supplements.................................................................
12
Section6.04.
Notices.......................................................................................................
12
Section 6.05.
Benefits Exclusive.....................................................................................
12
Section6.06.
Severability................................................................................................
12
Section 6.07.
Payments Due on Saturdays, Sundays and Holidays ................................
13
Section6.08.
Counterparts..............................................................................................
13
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Resolution No. 2014-05
Exhibit "A"
Section 6.09. Applicable Law......................................................................................... 13
Section 6.10. No Personal Liability................................................................................. 13
Section 6.11. Incorporation by Reference....................................................................... 13
Exhibit A Form of Note Including Purchaser's Certificate .................................................. A-1
Exhibit B Form of Requisition............................................................................................ B-1
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Resolution No. 2014-05
Exhibit "A"
LOAN AGREEMENT mi
THIS LOAN AGREEMENT (the "Agreement"), made and entered into this day of
February, 2014 by and between THE CITY OF CAPE CANAVERAL, FLORIDA (the
"City"), a municipal corporation of the State of Florida, and HANCOCK BANK, a Mississippi
state banking corporation authorized to do business in Florida, and its successors and assigns (the
"Bank").
WITNESSETH:
WHEREAS, capitalized terms used in these recitals and not otherwise defined shall have
the meanings specified in Article I of this Agreement;
WHEREAS, the City, pursuant to the provisions of the Florida Constitution, Chapter
166, Florida Statutes, Ordinance No. 03-2014 (the "Ordinance") and other applicable provisions
of law (all of the foregoing, collectively, the "Act"), and Resolution No. , adopted by the
City on February 18, 2014 (the "Resolution"), is authorized to borrow money, and more
particularly issue the 2014 Note described below for the City's public purposes; and
WHEREAS, in response to a request for proposal regarding an intended borrowing to
construct various City owned capital improvements including city hall, a fire station and
refurbishment of a wastewater treatment plant (the "Project"), the Bank submitted its revised
commitment, dated January 21, 2014 to the City (the "Commitment"); and
WHEREAS, the City has accepted the Commitment and the Bank is willing to purchase 1"'0
the 2014 Note (as hereinafter defined), but only upon the terms and conditions of this
Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITION OF TERMS
Section 1.01. Definitions. Capitalized terms used in this Agreement shall have the
respective meanings as follows unless the context clearly requires otherwise:
"Act" shall have the meaning assigned to that term in the recitals hereof.
"Agreement" shall mean this Loan Agreement and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"Bank" shall mean Hancock Bank, a Mississippi state banking corporation, and its
successors and assigns.
"Bond Counsel" shall mean, Akerman LLP, or any other attorney at law or firm of
attorneys of nationally recognized standing in matters pertaining to the exclusion of interest on
19
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Resolution No. 2014-05
Exhibit "A"
obligations issued by states and political subdivisions from federal income taxation hired by the
City to render an opinion on such matters with regard to the 2014 Note.
"Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which
the office of the Holder at which payments on the 2014 Note are due or the offices of the City are
lawfully closed.
"City" shall mean the City of Cape Canaveral, Florida, a municipal corporation of the
State of Florida.
"City Clerk" shall mean the Administrative Services Director or any deputy or assistant
city clerk of the City and such other person as may be duly authorized to act on his or her behalf.
"City Manager" shall mean the City Manager of the City and such other person as may be
duly authorized to act on his or her behalf.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time,
and the applicable rules and regulations promulgated thereunder.
"Communications Services Taxes" shall mean the taxes on local communications
services levied on the City pursuant to section 202.19(1), Florida Statutes.
"Communications Services Tax Revenues" shall mean all revenues received by the Issuer
from the levy of Communications Services Taxes.
"Debt Service" means principal and interest, and other debt -related costs, due in
connection with the 2014 Note, as applicable.
"Default Rate" shall mean the 2014 Note Rate plus five percent (5.0%) provided such rate
shall not exceed the highest rate of interest allowed by applicable law.
"Determination of Taxability" shall mean, with respect to the 2014 Note, any
determination, decision or decree by the Commissioner or any District Director of the Internal
Revenue Service, as such officers are identified by the Code, or any court of competent
jurisdiction, or delivery of an opinion of Bond Counsel, that the interest payable under the 2014
Note is includable in the gross income (as defined in Section 61 of the Code) of the Holder.
"Event of Default" shall mean an Event of Default as defined in Section 5.01 of this
Agreement.
"Finance Director" shall mean the City's Finance Director or such other person as may be
duly authorized to act on his or her behalf.
"Franchise Fees" shall mean collectively the franchise fees received by the City pursuant
to that agreement known as "Cape Canaveral Natural Gas Franchise," and the franchise fees
received by the City from Florida Power and Light Company pursuant to a City ordinance
adopted on August 16, 2011.
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Resolution No. 2014-05
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"Financial Advisor" shall mean Larson Consulting Services, LLC. J
"Fiscal Year" shall mean the 12 -month period commencing October 1 of each year and
ending on the succeeding September 30, or such other 12 -month period as the City may
designate as its "fiscal year" as permitted by law.
"Guaranteed Entitlement" means the guaranteed entitlement portion of the state revenue
sharing funds available to the City pursuant to Part II of Chapter 218, Florida Statues.
"Half -Cent Sales Tax" means any and all proceeds of the local government half -cent sales
tax distributed to the City from the Local Government Half -Cent Sales Tax Clearing Trust Fund,
as defined and described in Part VI, Chapter 218, Florida Statues, as amended.
"Loan" shall refer to an amount equal to the outstanding principal of the 2014 Note,
together with unpaid interest and penalties, if any, which have accrued.
"Maturity Date" shall mean the date on which all principal and all unpaid interest accrued
on the 2014 Note shall be due and payable in full, which date shall be, if not sooner due to
prepayment, February 1, 2024.
"Holder" shall mean the Bank as the initial holder of the 2014 Note and any subsequent
registered holder of the 2014 Note.
"Payment Date" shall mean each February 1 and August 1, commencing August 1, 2014
until the 2014 Note has been paid in full. •/
"Pledged Revenues" shall mean collectively the Communications Services Tax
Revenues, the Public Services Tax Revenues, the Guaranteed Entitlement, the Half -Cent Sales
Tax, the Franchise Fees and amounts on deposit in the Debt Service Fund.
"Public Services Tax" shall mean such tax as levied and collected by the City pursuant to
the authority of Section 166.231, Florida Statutes.
"Public Services Tax Revenues" shall mean all revenues received by the Issuer from the
levy of the Public Services Tax.
"Resolution" shall mean Resolution No. , adopted at a meeting of the City
Council on February 18, 2014, which, among other things, authorized the execution and delivery
of this Agreement and the issuance of the 2014 Note.
"2014 Note" shall mean the City of Cape Canaveral, Florida Capital Improvement
Revenue Note, Series 2014.
"2014 Note Rate" shall mean the rate of interest to be borne by the 2014 Note which shall
be a fixed rate equal to 1.99% per annum calculated on the basis of a 360 -day year of 12, 30 -day
months.
R
(280047172) 3
Resolution No. 2014-05
Exhibit "A"
�%. Section 1.02. Interpretation. Unless the context clearly requires otherwise, words of
masculine gender shall be construed to include correlative words of the feminine and neuter
genders and vice versa, and words of the singular number shall be construed to include
correlative words of the plural number and vice versa. This Agreement and all the terms and
provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the
validity hereof.
Section 1.03. Titles and Headings. The titles and headings of the Articles and Sections
of this Agreement, which have been inserted for convenience of reference only and are not to be
considered a part hereof, shall not in any way modify or restrict any of the terms and provisions
hereof, and shall not be considered or given any effect in construing this Agreement or any
provision hereof or in ascertaining intent, if any question of intent should arise.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE PARTIES
Section 2.01. Representations and Warranties of City. The City represents and
warrants to the Bank as follows:
(a) Existence. The City is a municipal corporation of the State of Florida, duly
created and validly existing under the laws of the State of Florida, with full power to enter into
this Agreement, to perform its obligations hereunder and to issue and deliver the 2014 Note to
the Bank. The making, execution and performance of this Agreement on the part of the City and
the issuance and delivery of the 2014 Note has been duly authorized by all necessary action on
the part of the City and will not violate or conflict with the Act, City Charter, or any agreement,
indenture or other instrument by which the City or any of its material properties is bound.
(b) Validity, Etc. This Agreement, the 2014 Note and the Resolution are valid and
binding obligations of the City enforceable against the City in accordance with their respective
terms, except to the extent that enforceability may be subject to valid bankruptcy, insolvency,
financial emergency, reorganization, moratorium or similar laws relating to or from time to time
affecting the enforcement of creditors' rights and except to the extent that the availability of
certain remedies may be precluded by general principles of equity.
(c) No Financial Material Adverse Chane. No material adverse change in the
financial condition of the City or the Pledged Revenues has occurred since the audited financial
statements of the City for its year ended September 30, 2012.
(d) Powers of City. The City has the legal power and authority to pledge the Pledged
Revenues to the repayment of the 2014 Note as described herein and none of the Pledged
Revenues are pledged to any other obligations of the City.
(e) Authorizations, etc. No authorization, consent, approval, license, exemption of or
registration or filing with any court or governmental department, council, board, bureau, agency
or instrumentality, domestic or foreign, has been or will be necessary for the valid execution,
delivery and performance by the City of this Agreement, the 2014 Note and the related
documents, except such as have been obtained, given or accomplished.
128004717;21, 4
Resolution No. 2014-05
Exhibit "A"
Section 2.02. Covenants of the City. The City covenants as follows: o
The City will furnish to the Bank (i) within 210 days following the end of each Fiscal
Year, a comprehensive annual financial report of the City for such Fiscal Year prepared in
accordance with generally accepted accounting standards, which shall include a balance sheet
and income statement as of the end of such Fiscal Year, and an audit report of an independent
certified public accountant or firm thereof, (ii) any other financial information, including but not
limited to the City's annual budget, which the Bank may reasonably request.
Section 2.03. Representations and Warranties of Bank. The Bank represents and
warrants to the City as follows:
(a) Existence. The Bank is a Mississippi state banking corporation, authorized to do
business in the State of Florida, with full power to enter into this Agreement, to perform its
obligations hereunder and to make the Loan. The performance of this Agreement on the part of
the Bank and the making of the Loan have been duly authorized by all necessary action on the
part of the Bank and will not violate or conflict with applicable law or any material agreement,
indenture or other instrument by which the Bank or any of its material properties is bound.
(b) Validity. This Agreement is a valid and binding obligation of the Bank
enforceable against the Bank in accordance with its terms, except to the extent that enforceability
may be subject to valid bankruptcy, insolvency, financial emergency, reorganization, moratorium
or similar laws relating to or from time to time affecting the enforcement of creditors' rights (and
specifically creditors' rights as the same relate to banks) and except to the extent that the
availability of certain remedies may be precluded by general principles of equity.
(c) Knowledge and Experience. The Bank (i) has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and risks of making the
Loan and investing in the 2014 Note, (ii) has received and reviewed such financial information
concerning the Pledged Revenues as it has needed in order to fairly evaluate the merits and risks
of making the Loan and investing in the 2014 Note; and (iii) is purchasing the 2014 Note as an
investment for its own account and not with a current view toward resale to the public.
ARTICLE III
THE 2014 NOTE
Section 3.01. Purpose and Use. On the date of this Agreement, the Bank shall fund to
the City the Loan in the principal amount of Million Hundred and
Thousand Dollars ($. The Loan will be evidenced by the 2014 Note. The
proceeds of the 2014 Note shall be used solely to construct and reconstruct the Project and to pay
costs of issuing the 2014 Note.
Section 3.02. The 2014 Note. The 2014 Note shall be substantially in the form set forth
as Exhibit A to this Agreement. The general terms of the 2014 Note shall be as follows:
(a) Amount of 2014 Note. The aggregate principal amount of the 2014 Note shall be
Million Thousand Dollars ($lod
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Resolution No. 2014-05
Exhibit "A"
r (b) Interest. The 2014 Note shall bear interest at the 2014 Note Rate payable on each
M
Payment Date. The 2014 Note Rate shall be subject to adjustment as provided in Section 3.03
hereof. The 2014 Holder shall promptly notify the City in writing of any adjustments in a 2014
Note Rate. Notwithstanding any provision hereof the contrary, in no event shall the interest rate
on the 2014 Note exceed the maximum rate penmitted by law. Interest on the 2014 Note shall be
computed on the basis of 12, 30 -day months and a 360 -day year.
(c) Prepayments and Principal Payments. The 2014 Note shall be subject to
prepayment at the option of the City, without any prepayment penalty or fee as provided in the
2014 Note. Any prepayment shall be made on such date as shall be specified by the City in a
written notice delivered to the 2014 Holder not less than ten (10) days prior to the specified
prepayment date. Any prepayment shall be applied first to accrued interest, then to other
amounts owed the Holder, and finally to principal as directed by the City.
Principal on the 2014 Note is payable on each February 1 commencing February 1, 2015
as set forth in the 2014 Note.
Section 3.03. Adjustments to 2014 Note Rate. The 2014 Note Rate shall be subject to
adjustment by the Bank as hereinafter described and as provided in the 2014 Note.
In the event of a Determination of Taxability, the 2014 Note Rate shall be adjusted to
cause the yield on such 2014 Note to equal what the yield on that 2014 Note would have been
absent such Determination of Taxability (the "Taxable Rate") effective retroactively to the date
on which such Determination of Taxability was made. Immediately upon a Determination of
Taxability, the City agrees to pay to the 2014 Holder subject to such Determination of Taxability
the Additional Amount (as defined herein). "Additional Amount" means (i) the difference
between (a) interest on such 2014 Note for the period commencing on the date on which the
interest on such 2014 Note (or portion thereof) loses its "tax-exempt" status and ending on the
earlier of the date such 2014 Note ceased to be outstanding or such adjustment is no longer
applicable to such 2014 Note (the "Taxable Period") at a rate equal to the Taxable Rate and (b)
the aggregate amount of interest payable on such 2014 Note for the Taxable Period under the
provisions of such 2014 Note without considering the Determination of Taxability, plus (ii) any
penalties and interest paid or payable by such Holder to the Internal Revenue Service by reason
of such Determination of Taxability.
If the 2014 Note ceases to be a "qualified tax-exempt obligation" then the 2014 Note Rate
shall be adjusted to cause the yield on the 2014 Note to equal what the yield on the 2014 Note
would have been in the absence of such change.
The 2014 Holder shall promptly notify the City in writing of any adjustments pursuant
hereto. Such adjustments shall become effective as of the effective date of the event causing
such adjustment. Adjustments pursuant hereto may be retroactive. The 2014 Holder shall certify
to the City in writing the additional amount, if any, due to the 2014 Holder as a result of an
adjustment pursuant hereto. Notwithstanding any provision here to the contrary, in no event
shall the interest rate on the 2014 Note exceed the maximum rate permitted by law.
{28004717;2; 6
Resolution No. 2014-05
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Section 3.04. Conditions Precedent to Issuance of 2014 Note. Prior to or
simultaneously with the delivery of the 2014 Note, there shall be filed with the Bank the
following, each in form and substance reasonably acceptable to the Bank:
(a) an opinion of legal counsel to the City substantially to the effect that (i) the
Resolution and Ordinance have been duly adopted and this Agreement and the 2014 Note have
been duly authorized, executed and delivered by the City and each constitutes a valid, binding
and enforceable agreement of the City in accordance with their respective terms, except to the
extent that the enforceability of the rights and remedies set forth therein may be limited by
bankruptcy, insolvency, financial emergency or other laws affecting creditors' rights generally or
by usual equity principles; (ii) the City's execution, delivery and performance of this Agreement
and execution and issuance of the 2014 Note are not subject to any authorization, consent,
approval or review of any governmental body, public officer or regulatory authority not
heretofore obtained or effected; (iii) the execution, issuance and delivery of the 2014 Note has
been duly and validly authorized by the City, and the 2014 Note constitutes a valid and binding
special obligation of the City enforceable in accordance with its terms; (iv) the City (A) is a
municipal corporation duly organized and validly existing under the laws of the State of Florida,
and (B) has power and authority to adopt the Resolution and Ordinance, to execute and deliver
this Agreement, to execute and deliver the 2014 Note, and to consummate the transactions
contemplated by such instruments; (v) the execution, delivery and performance of the 2014 Note
and this Agreement, and compliance with the terms thereof and hereof, under the circumstances
contemplated hereby, do not and will not in any material respect conflict with, or constitute on
the part of the City a breach or default under, any indenture, mortgage, deed of trust, agreement
or other instrument to which the City or to which its properties are subject or conflict with,
violate or result in a breach of any existing law, administrative rule or regulation, judgment,
court order or consent decree to which the City or its properties are subject; (vi) to the best of
such counsel's knowledge, there is no claim, action, suit, proceeding, inquiry, investigation,
litigation or other proceeding, at law or in equity, pending or threatened in any court or other
tribunal, state or federal (A) restraining or enjoining, or seeking to restrain or enjoin, the
issuance, sale, execution or delivery of the 2014 Note, (B) in any way questioning or affecting
the validity or enforceability of any provision of this Agreement, the 2014 Note, the Resolution
or the Ordinance, (C) in any way questioning or affecting the validity of any of the proceedings
or authority for the authorization, sale, execution or delivery of the 2014 Note, or of any
provision made or authorized for the payment thereof, or (D) questioning or affecting the
organization or existence of the City or the right of any of its officers to their respective offices;
(vii) the City has the legal authority to construct the Project, to grant a lien on the Pledged
Revenues as described herein and in the Resolution; and (viii) all conditions contained in the
ordinances and resolutions of the City precedent to the issuance of the 2014 Note have been
complied with;
(b) an opinion of Bond Counsel (who may rely on opinion of legal counsel to the
City), substantially to such effect that such counsel is of the opinion that: (i) this Loan
Agreement constitutes a valid and binding obligation of the City enforceable upon the City in
accordance with its terms; (ii) the 2014 Note is a valid and binding special obligation of the City
enforceable in accordance with its terms, payable solely from the sources provided therefor in
this Loan Agreement; (iii) assuming compliance by the City with certain covenants relating to
requirements contained in the Code interest on the 2014 Note is excluded from gross income for
1280047172; 7
Resolution No. 2014-05
Exhibit "A"
purposes of federal income taxation; and (iv) the 2014 Note is a "qualified tax-exempt
obligation" within the meaning of Section 265(b)(3) of the Code;
(c) a copy of a completed and executed Form 8038-G to be filed with the Internal
Revenue Service by the City;
(d) the original executed 2014 Note and Agreement; and
(e) such other documents as the Bank reasonably may request (including, without
limitation, Florida Division of Bond Finance forms).
When the documents and items mentioned in clauses (a) through (e), inclusive, of this
Section shall have been filed with the Bank, and when the 2014 Note shall have been executed as
required by this Agreement, the City shall deliver the 2014 Note to or upon the order of the Bank
upon receipt of the purchase price therefor.
Section 3.05. Registration of Transfer; Assignment of Rights of Bank. The City as
the registrar shall keep at the office of the City Clerk in the City's records the registration of the
2014 Note and the registration of transfers of the 2014 Note as provided in this Agreement. The
transfer of the 2014 Note may be registered only upon the books kept for the registration of the
2014 Note and registration of transfer thereof upon surrender thereof to the City as registrar
together with an assignment duly executed by the 2014 Holder or its attorney or legal
representative in the form of the assignment set forth on the form of the 2014 Note attached as
Exhibit A to this Agreement; provided, however, that such 2014 Note may be transferred only in
whole and not in part. In the case of any such registration of transfer, the City shall execute and
deliver in exchange for the 2014 Note a new 2014 Note registered in the name of the transferee.
In all cases in which a 2014 Note shall be transferred hereunder, the City shall execute and
deliver at the earliest practicable time a new 2014 Note in accordance with the provisions of this
Agreement. The City may make a charge for every such registration of transfer of a 2014 Note
sufficient to reimburse it for any tax or other governmental charges required to be paid with
respect to such registration of transfer, but no other charge shall be made for registering the
transfer hereinabove granted. The 2014 Note shall be issued in fully registered form and shall be
payable in any lawful coin or currency of the United States.
The registration of transfer of a 2014 Note on the registration books of the City shall be
deemed to effect a transfer of the rights and obligations of the Bank under this Agreement to the
transferee. Thereafter, such transferee shall be deemed to be the Bank under this Agreement and
shall be bound by all provisions of this Agreement that are binding upon the Bank. The City and
the transferor shall execute and record such instruments and take such other actions as the City
and such transferee may reasonably request in order to confirm that such transferee has
succeeded to the capacity of Bank under this Agreement and the 2014 Note.
No transfer shall be permitted absent the City's receipt of a certificate in form and
substance similar to the one included as part of Exhibit A hereto from such proposed transferee.
Every prior Holder of a 2014 Note shall be deemed to have waived and renounced all of such
owner's equities or rights therein in favor of every bona fide purchaser, and every such bona fide
purchaser shall acquire absolute title thereto and to all rights represented thereby.
{28004717;2; 8
Resolution No. 2014-05
Exhibit "A"
In the event any 2014 Note is mutilated, lost, stolen, or destroyed, the City shall execute a
new 2014 Note of like date and denomination as that mutilated, lost, stolen or destroyed,
provided that, in the case of any mutilated 2014 Note, such mutilated 2014 Note shall first be
surrendered to the City, and in the case of any lost, stolen, or destroyed 2014 Note, there first
shall be furnished to the City evidence of such loss, theft or destruction together with an
indemnity satisfactory to it.
Section 3.06. Ownership of the 2014 Note. The person in whose name a 2014 Note is
registered shall be deemed and regarded as the absolute owner thereof for all purposes, and
payment of or on account of a 2014 Note shall be made only to the Holder thereof or such
owner's legal representative. All such payments shall be valid and effectual to satisfy and
discharge the liability upon the 2014 Note, and interest thereon, to the extent of the sum or sums
so paid.
Section 3.07. Use of Proceeds of 2014 Note Permitted Under Applicable Law. The
City represents, warrants and covenants that the proceeds of the 2014 Note will be used as
provided in Section 3.01 hereof, and that such use is permitted by applicable law.
Section 3.08. Authentication. Until a 2014 Note shall have endorsed thereon a
certificate of authentication substantially in the form set forth in Exhibit A, duly executed by the
manual signature of the City Clerk as registrar as authenticating agent, it shall not be entitled to
any benefit or security under this Loan Agreement. A 2014 Note shall not be valid or obligatory
for any purpose unless and until such certificate of authentication shall have been duly executed
by the registrar, and such certificate of the registrar upon a 2014 Note shall be conclusive
evidence that such 2014 Note has been duly authenticated and delivered under this Loan
Agreement.
ARTICLE IV
COVENANTS OF THE CITY
Section 4.01. Performance of Covenants. The City covenants that it will perform
faithfully at all times its covenants, undertakings and agreements contained in this Agreement
and the 2014 Note and in any proceedings of the City relating to the Loan provided that any
payments due hereunder shall be paid solely from Pledged Revenues.
Section 4.02. Payment of 2014 Note.
(a) The City does hereby irrevocably pledge the Pledged Revenues as security for the
repayment of the 2014 Note.
(b) The 2014 Note is a special obligation of the City secured solely by the Pledged
Revenues and payable from the Pledged Revenues as provided in this Agreement. The 2014
Note will not constitute a general debt, liability or obligation of the City or the State of Florida or
any political subdivision thereof within the meaning of any constitutional or statutory limitation.
Neither the faith and credit nor the taxing power of the City or of the State of Florida or any
political subdivision thereof is pledged to the payment of the principal of or interest on the 2014
Note and the 2014 Holder shall never have the right to compel any exercise of any ad valorem
128004717;2'j 9
Resolution No. 2014-05
Exhibit "A"
taxing power of the City or of the State of Florida or any political subdivision thereof, directly or
indirectly to enforce such payment. The 2014 Note shall not constitute a lien upon any property
of the City except upon the Pledged Revenues.
Section 4.03. Tax Covenant. The City covenants to the 2014 Holder that the City will
not make any use of the proceeds of the 2014 Note at any time during the term of such Note
which, if such use had been reasonably expected on the date the 2014 Note was issued, would
have caused such Note to be an "arbitrage bond" within the meaning of the Code. The City will
do all acts including complying with the requirements of the Code and any valid and applicable
rules and regulations promulgated thereunder necessary to insure the exclusion of interest on the
2014 Note from the gross income of the Holders thereof for purposes of federal income taxation.
Section 4.04. Compliance with Laws and Regulations. The City shall maintain
compliance with all federal, state and local laws and regulations applicable to the construction
and improvements of the Project and the Loan.
Section 4.05. Additional Debt. As long as the 2014 Note is outstanding, the City shall
not issue any debt payable from any of the Pledged Revenues on a parity with the 2014 Note
unless there shall have been obtained and filed with the City and the Holder of the 2014 Note a
certificate of the City's Finance Director (i) setting forth the amount of Pledged Revenues for the
Fiscal Year immediately preceding the issuance of such additional debt; (ii) stating that such
Pledged Revenues equal at least 1.50 times the maximum debt service for all outstanding debt
secured by and payable from a first lien on such Pledged Revenues and such additional proposed
debt; and (iii) stating that no Event of Default was disclosed in the report of the most recent
annual audit, or if such Event of Default was so disclosed, that it shall have been cured. For
purposes of such calculation if the interest rate on the proposed additional debt will be a variable
interest rate, the rate for purposes hereof shall be calculated at the initial rate.
Section 4.06. Debt Service Fund. There is hereby created the City of Cape Canaveral
Capital Improvement Debt Service Fund (the "Debt Service Fund") which fund shall be held by
the City. Commencing February 25, 2014 and no later than the 25`h day of each month thereafter
the City shall deposit to the Debt Service Fund an amount equal to at least one-sixth (1/6'h) of the
interest coming due on the 2014 Note on the next Payment Date and an amount equal to at least
one -twelfth (1/12) of the principal amount coming due on the 2014 Note on the next February 1.
Amounts on deposit in the Debt Service Fund shall be used solely for making payments on the
2014 Note.
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
Section 5.01. Events Of Default. The following events shall each constitute an "Event
of Default:"
(a) The City defaults in the payment of the principal of or interest on the 2014 Note
when due.
(2800471 7;2) 10
Resolution No. 2014-05
Exhibit "A"
(b) There shall occur the dissolution or liquidation of the City, or the filing by the
City of a voluntary petition in bankruptcy, or the Council by the City of any act of bankruptcy, or
adjudication of the City as a bankrupt, or assignment by the City for the benefit of its creditors,
or appointment of a receiver for the City, or the entry by the City into an agreement of
composition with its creditors, or the approval by a court of competent jurisdiction of a petition
applicable to the City in any proceeding for its reorganization instituted under the provisions of
the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may
now be in effect or hereafter enacted.
(c) The City shall default in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the 2014 Note or in this
Agreement on the part of the City to be performed, and such default shall continue for a period
of thirty days after written notice of such default shall have been received from the Holders of
the 2014 Note. Notwithstanding the foregoing, the City shall not be deemed in default hereunder
if such default can be cured within a reasonable period of time and if the City in good faith
institutes curative action and diligently pursues such action until the default has been corrected.
Section 5.02. Remedies. A Holder of the 2014 Note or any trustee or receiver acting for
such Holder may either at law or in equity, by suit, action, mandamus or other proceedings in
any court of competent jurisdiction, protect and enforce any and all rights under the laws of the
State, or granted and contained in this Agreement, and may enforce and compel the performance
of all duties required by this Agreement or by any applicable statutes to be performed by the City
or by any officer thereof.
Section 5.03. Remedies Cumulative. No remedy herein conferred upon or reserved to
the Holder is intended to be exclusive of any other remedy or remedies, and each and every such
remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or
now or hereafter existing at law or in equity or by statute.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01. Covenants of City, Etc.; Successors. All of the covenants, stipulations,
obligations and agreements contained in this Agreement shall be deemed to be covenants,
stipulations, obligations and agreements of the City to the full extent authorized or permitted by
law, and all such covenants, stipulations, obligations and agreements shall be binding upon the
successor or successors thereof from time to time, and upon any officer, board, council,
authority, agency or instrumentality to whom or to which any power or duty affecting such
covenants, stipulations, obligations and agreements shall be transferred by or in accordance with
law.
Section 6.02. Term of Agreement. This Agreement shall be in full force and effect
from the date hereof until the 2014 Note and all other sums payable to the Holder hereunder have
been paid in full.
{2800471 r,2; 11
Resolution No. 2014-05
Exhibit "A"
`Vw Section 6.03. Amendments and Supplements. This Agreement may be amended or
supplemented from time to time only by a writing duly executed by each of the City and the
2014 Holders.
Section 6.04. Notices. Any notice, demand, direction, request or other instrument
authorized or required by this Agreement to be given to or filed with the City or the Bank, shall
be deemed to have been sufficiently given or filed for all purposes of this Agreement if and
when sent by certified mail, return receipt requested:
(a) As to the City:
City of Cape Canaveral, Florida
P.O. Box 326
Cape Canaveral, Florida 32920
Attention: City Manager
(b) As to the Bank:
Hancock Bank
113 Designer Circle
Dothan, Alabama 36303
Attention: Steven E. Cole
or at such other address as shall be furnished in writing by any such party to the other, and shall
be deemed to have been given as of the date so delivered or deposited in the United States mail.
Either party may, by notice sent to the other, designate a different or additional address to which
notices under this Agreement are to be sent.
Section 6.05. Benefits Exclusive. Except as herein otherwise provided, nothing in this
Agreement, expressed or implied, is intended or shall be construed to confer upon any person,
firm or corporation, other than the City and the 2014 Holder, any right, remedy or claim, legal or
equitable, under or by reason of this Agreement or any provision hereof, this Agreement and all
of its provisions being intended to be and being for the sole and exclusive benefit of the City and
the 2014 Holder.
Section 6.06. Severability. In case any one or more of the provisions of this
Agreement, any amendment or supplement hereto or of the 2014 Note shall for any reason be
held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of
this Agreement, any amendment or supplement hereto or the 2014 Note, but this Agreement, any
amendment or supplement hereto and the 2014 Note shall be construed and enforced at the time
as if such illegal or invalid provisions had not been contained therein, nor shall such illegality or
invalidity or any application thereof affect any legal and valid application thereof from time to
time. In case any covenant, stipulation, obligation or agreement contained in the 2014 Note or in
this Agreement shall for any reason be held to be in violation of law, then such covenant,
stipulation, obligation, or agreement shall be deemed to be the covenant, stipulation, obligation
or agreement of the City to the full extent from time to time permitted by law.
{28004717;2) 12
Resolution No. 2014-05
Exhibit "A"
Section 6.07. Payments Due on Saturdays, Sundays and Holidays. In any case where
the date of maturity of interest on or principal of the 2014 Note or the date fixed for prepayment
of the 2014 Note shall be other than a Business Day, then payment of such interest or principal
shall be made on the next succeeding Business Day with the same force and effect as if paid on
the date of maturity or the date fixed for prepayment, and no interest on any such principal
amount shall accrue for the period after such date of maturity or such date fixed for prepayment.
Section 6.08. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered, shall be an original; but such
counterparts shall together constitute but one and the same Agreement, and, in making proof of
this Agreement, it shall not be necessary to produce or account for more than one such
counterpart.
Section 6.09. Applicable Law. This Agreement shall be governed exclusively by and
construed in accordance with the applicable laws of the State of Florida.
Section 6.10. No Personal Liability. Notwithstanding anything to the contrary
contained herein or in the 2014 Note, or in any other instrument or document executed by or on
behalf of the City in connection herewith, no stipulation, covenant, agreement or obligation of
any present or future member of the City Council, officer, employee or agent of the City, officer,
employee or agent of a successor to the City, in any such person's individual capacity, shall
cause such person to be liable personally for any breach or non -observance of or for any failure
to perform, fulfill or comply with any such stipulations, covenants, agreements or obligations,
nor shall any recourse be had for the payment of the principal of or interest on the 2014 Note or
for any claim based thereon or on any such stipulation, covenant, agreement or obligation,
against any such person, in his or her individual capacity, either directly or through the City or
any successor to the City, under any rule or law or equity, statute or constitution or by the
enforcement of any assessment or penalty or otherwise and all such liability of any such person,
in his or her individual capacity, is hereby expressly waived and released.
Section 6.11. Incorporation by Reference. All of the terms and obligations of the
Resolution are hereby incorporated herein by reference as if all of the foregoing were fully set
forth in this Agreement. All recitals appearing at the beginning of this Agreement are hereby
incorporated herein by reference.
M
128004717;2; 13
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Resolution No. 2014-05
Exhibit "A"
[Signature Page for LOAN AGREEMENT
dated as of February 2014 between
the City of Cape Canaveral, FL and Hancock Bank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first set forth herein.
ATTEST:
City Clerk
(28004717;2;
CITY OF CAPE CANAVERAL, FLORIDA
By:_
Mayor
HANCOCK BANK
By:
Steven E. Cole
Title: Senior Vice President
14
Resolution No. 2014-05
Exhibit "A"
EXHIBIT A
FORM OF NOTE
PRIOR TO BECOMING A HOLDER, A PROPOSED PURCHASER SHALL
EXECUTE A PURCHASER'S CERTIFICATE IN THE FORM ATTACHED HERETO
CERTIFYING, AMONG OTHER THINGS, THAT SUCH HOLDER IS AN "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS
AMENDED, AND REGULATION D THEREUNDER.
CITY OF CAPE CANAVERAL, FLORIDA
CAPITAL IMPROVEMENT REVENUE NOTE,
SERIES 2014
Principal Sum Maturity ate Note Rate Date of Issuance
February 1, 2024 1.99% February , 2014
The CITY OF CAPE CANAVERAL, FLORIDA (the "City"), for value received, hereby
promises to pay, solely from the sources described in the within mentioned Agreement, to the
order of HANCOCK BANK, a Mississippi state banking corporation, or its assigns (the
"Holder"), at , or at such place as the
Holder may from time to time designate in writing, the Principal Sum, such principal to be paid
in installments on each February 1 in the amounts set forth on Exhibit "A" hereto, with all
unpaid principal and interest due in full on the above referenced Maturity Date, and to pay
interest on the outstanding principal amount hereof from the most recent date to which interest
has been paid or provided for, or if no interest has been paid, from the Date of Issuance shown
above, on February 1 and August 1 of each year (each, a "Payment Date"), commencing on
August 1, 2014, until payment of said principal sum has been made or provided for, at the above
referenced Note Rate calculated on the basis of 12, 30 -day months and a 360 -day year.
Payments due hereunder 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, which
payments shall be made to the Holder hereof by check mailed to the Holder at the address
designated in writing by the Holder for purposes of payment or by bank wire or bank transfer as
such Holder may specify in writing to the City or otherwise as the City and the Holder may
agree.
The 2014 Note Rate may be adjusted in accordance with Sections 3.03 of that certain
Loan Agreement by and between the Holder and the City, dated as of February , 2014 (the
"Agreement'). Such adjustments may be retroactive.
This 2014 Note is issued for the purpose of providing the City funds to construct various
capital improvements including a city hall, a fire station and refurbishment of a wastewater
treatment plant under the authority of and in full compliance with the Constitution and Statutes
of the State of Florida, including particularly Chapter 166, Florida Statutes Ordinance No 03-
2014 of the City and other applicable provisions of law, and Resolution No. , adopted by
the City Council (the "Council") on February 18, 2014, and the Agreement. j
128004717.2; Exhibit A -I
Resolution No. 2014-05
Exhibit "A"
This 2014 Note is a limited, special obligation of the City, payable from and secured
solely by a lien upon and pledge of the Pledged Revenues, as defined and described and in the
manner provided in the Agreement.
All capitalized terms not otherwise defined herein shall have the meanings ascribed to
such terms in the Agreement.
This 2014 Note may be prepaid by the City in whole, but not in part, on any date as
provided in the Agreement from any legally available monies at a prepayment price of 100% of
the principal amount to be redeemed without any prepayment penalty or fee, plus accrued
interest to the prepayment date. This 2014 Note may be prepaid in part on any February 1 as
provided in the Agreement from any legally available monies at a prepayment price of 100% of
the principal amount to be redeemed, without any prepayment penalty or fee plus accrued
interest to the prepayment date. Any prepayments shall be applied as provided in Section 3.02(c)
of the Agreement.
Notice having been given as provided in the Agreement, the principal amount to be
prepaid shall become due and payable on the prepayment date stated in such notice, together
with interest accrued and unpaid to the prepayment date on such principal amount; and the
amount of principal and interest then due and payable shall be paid upon presentation and
surrender of this 2014 Note to the office of the Registrar. If, on the prepayment date, funds for
the payment of the principal amount, together with interest to the prepayment date on such
principal amount, shall have been given to the Holder, as above provided, then from and after the
�w prepayment date interest on such principal amount of this 2014 Note shall cease to accrue.
Notwithstanding any provision in this 2014 Note to the contrary, in no event shall the
interest contracted for, charged or received in connection with this 2014 Note (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 nonusurious interest
allowed under the State of Florida as presently in effect and to the extent an increase is allowable
by such laws, but in no event shall any amount ever be paid or payable by the City greater than
the amount contracted for herein. In the event the maturity of this 2014 Note is prepaid in
accordance with the provisions hereof, the Agreement or the Resolution, 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 that permitted by Section 215.84(3), Florida Statutes,
as presently in effect and to the extent an increase is allowable by such laws; and excess interest,
if any, shall be cancelled automatically as of the date of such prepayment, or, if theretofore paid,
shall be credited on the principal amount of this 2014 Note unpaid, but such crediting shall not
cure or waive any default under the Agreement or Resolution.
THIS 2014 NOTE SHALL NOT BE OR CONSTITUTE AN INDEBTEDNESS OF THE
CITY OR THE STATE OF FLORIDA (THE "STATE"), WITHIN THE MEANING OF ANY
CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATIONS OF INDEBTEDNESS,
BUT SHALL BE PAYABLE SOLELY FROM THE PLEDGED REVENUES, AS PROVIDED
IN THE AGREEMENT AND THE RESOLUTION. THE HOLDER SHALL NEVER HAVE
THE RIGHT TO COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF
1280047172; Exhibit A-2
Resolution No. 2014-05
Exhibit "A"
THE CITY, OR TAXATION IN ANY FORM OF ANY PROPERTY THEREIN TO PAY THIS
2014 NOTE OR THE INTEREST HEREON.
Upon the occurrence of an Event of Default the Holder of the 2014 Note shall also have
such remedies as described in the Agreement.
The City hereby waives presentment, demand, protest and notice of dishonor. This 2014
Note is governed and controlled by the Agreement and reference is hereby made thereto
regarding interest rate adjustments and other matters.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
F1
(2e004717;2) Exhibit A-3
Resolution No. 2014-05
Exhibit "A"
IN WITNESS WHEREOF, the City has caused this 2014 Note to be signed by its Mayor
by his manual signature, and the seal of the City to be affixed hereto or imprinted or reproduced
hereon, and attested by a City Clerk of the City manually, and this 2014 Note to be dated the
Date of Issuance set forth above.
[SEAL]
ATTEST:
By:
City Clerk
CITY OF CAPE CANAVERAL, FLORIDA
In
Mayor
(28004717.2; Exhibit A-4
Resolution No. 2014-05
Exhibit "A"
FORM OF CERTIFICATE OF AUTHENTICATION 1j
Date of Authentication:
This 2014 Note is being delivered pursuant to the within mentioned Agreement.
CITY OF CAPE CANAVERAL, FLORIDA,
as Registrar
City Clerk
W1
128004717-.2) Exhibit A-5
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Resolution No. 2014-05
Exhibit "A"
ASSIGNMENT
FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto
(please print or typewrite name, address
and tax identification number of assignee)
the within 2014 Note and all rights thereunder, and hereby irrevocably constitutes and appoints
Attorney to transfer the within 2014 Note on the books kept
for registration thereof, with full power of substitution in the premises.
(28004717,2)
Name of Holder:
Exhibit A-6
Resolution No. 2014-05
Exhibit "A"
EXHIBIT A
NOTE - PRINCIPAL REPAYMENT SCHEDULE
Year Amount
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
{28004717;2} Exhibit A-7
J
Resolution No. 2014-05
Exhibit "A"
PURCHASER'S CERTIFICATE
City of Cape Canaveral, Florida (the "City")
Ladies and Gentlemen:
The undersigned, as a purchaser of the City of Cape Canaveral, Florida Capital
Improvement Revenue Note, Series 2014 (the "2014 Note") dated February _, 2014,
consisting of one typewritten Note, hereby certifies that we have been provided (a) a copy of
City Ordinance No. 03-2014 adopted on February 18, 2014 (b) a copy of City of Cape Canaveral
Resolution No. , adopted by the City on February 18, 2014, authorizing the issuance of
the 2014 Note (the 'Resolution"), (c) the Loan Agreement dated as of February ,, 2014
between the City and us as assignee of Hancock Bank (the "Agreement") and (d) such financial
and general information respecting the Pledged Revenues (as such term is defined in the
Agreement) and the City, and the 2014 Note described above as we deem necessary to enable us
to make an informed investment judgment with respect to the purchase of said 2014 Note.
We hereby make the following representations, which representations may be relied upon
by the City:
A. We are aware:
(i) that investment in the 2014 Note involves various risks;
(ii) that the 2014 Note is not a general obligation of the City; and
(iii) that the principal or premium, if any, and interest on the 2014 Note is
payable solely from the Pledged Revenues as specified in the Resolution and the
Agreement.
B. We understand that no official statement, offering memorandum or other form of
offering document was prepared or is being used in connection with the offering
or sale of the 2014 Note (collectively, "Disclosure Documents"), but we have
been afforded access to all information we have requested in making our decision
to purchase the 2014 Note and have had sufficient opportunity to discuss the
business of the City with its officers, employees and others. We have not
requested any Disclosure Documents in connection with the sale of the 2014
Note. We do not require any further information or data incident to our purchase
of the 2014 Note.
C. In purchasing the 2014 Note, we have relied solely upon our own investigation,
examination, and evaluation of the City, the Pledged Revenues and other relevant
matters.
(28004717;2) B-1
Resolution No. 2014-05
Exhibit "A"
F
D. We have knowledge and experience in financial and business matters and are
capable of evaluating the merits and risks of our investment in the 2014 Note and
have determined that we can bear the economic risk of our investment in the 2014
Note.
E. We acknowledge the understanding that the 2014 Note is not registered under the
Securities Act of 1933, as amended (the "1933 Act") or Chapter 517, Florida
Statutes, and that the Resolution and Agreement are not qualified under the Trust
Indenture Act of 1939, as amended, and that the City has no obligation to effect
any such registration or qualification.
F. We are not acting as a bond house, broker or other intermediary, in our purchase
of the 2014 Note. Although we retain the right to transfer the 2014 Note in the
future, we understand that the 2014 Note may not be readily tradable.
G. We have received all documents requested by us incident to our purchase of the
2014 Note.
H. We acknowledge that we are an "accredited investor" within the meaning of
Chapter 517, Florida Statutes and Regulation D of the 1933 Act.
Signed as of the day of , j
Authorized Officer
(28004717-.2) B-2
PC