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HomeMy WebLinkAboutResolution No. 1983-36RESOLUTION NO. 83- 36 A RESOLUTION AUTHORIZING.. THE ISSUANCE OF !$1,800,000 1983 SANITARY SEWER REVENUE CERTI- FICATE 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 pro - visions 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 14, 1981 (collectively, the "Resolution ")' authorized the issuance of $2,500,000 Sanitary' Sewer Revenue Certificates (the . "Certifi- cates ".) and $2,000,000' 1981- Sanitary Sewer Revenue Certificate Anticipation. Notes (the "1981 Notes"). C. The Project contemplated by Resolution No; 81 -76 has been completed, and the City has determined that it will be to its advantage to issue a new aeries of notes authorized hereby rather than issue Certificates at this time. D. '.A negotiated sale of the 1983 Notes (as' defined herein)' is - required and necessary, ", and is in the beat interest of the City, for all the same reasons' set forth in Section 2, Paragraph K' of .Resolution No. 81 -76. SECTION 3. AUTHORIZATION OF ,ISSUANCE OF 1983 NOTES. In anticipation of the issuance of the Certificates, the dssuanceof 1983 Sanitary' Sewer Revenue Certificate. Anticipation Notes of the City in an .aggregate principal amount of not to exceed at any one time .$1,800,000 the .(.the "1983 Notes ") is hereby authorized, such 1983 Notes to be issuable from time to time.. The 1983 Notes shall be subject' to all of the provisions of the Resolution relating to "Notes" as defined therein, except as amended hereby. RESOLUTION NO. 83-36 PAGE 1 OF 3 PLUS ATTACHMENTS SECTION 4. FORM OF 1983 NOTE. The form of Note contained in Section 17 of Resolution No, 81-76 is amended to include the form attached as Exhibit I to this resolution. The City acknowledges that the 1981 Notes were issued according to the form of note set forth as Exhibit Ito Resolution No. 81-79, and that such issuance was proper in all respects. This Section 4 is intended to provide for an alternative form of note to be issued by the City as its 1983 Notes. ,SECTION 5. APPLICATION OF 1983 NOTE PROCEEDS. All of the proceeds of the 1983 Notes, including .accrued interest and pre- mium, if any, received from the sale of any or all of the 1983 Notes shall be applied by the City simultaneously with the delivery of the 1983 Notes to the redemption of the 1981 Notes, including any accrued interest thereon. SECTION 6. DISPOSITION OF REMAINING MONIES IN CONSTRUCTION FUND. The balance in the Construction Fund established pursuant to Section 25.C. of Resolution 81 -76 shall be applied, upon the issuance of the 1983 Notes, . to the redemption of the 1981 Notes, plus accrued interest thereon.. SECTION 7. REDEMPTION OF 1981 NOTES. Any of the remaining .1981 Notes, after the redemptions provided for above, shall be redeemed by the City from available, revenues upon the issuance of the 1982 Notes. SECTION B. PAYMENT OF COSTS. The City shall ,pay out of .available revenues but not costs limited 9 to financial,lc legal the 1983 and ad- to the issuae of Notes, including, ministrative costs and fees. , SECTION.. 9. AWARD OF NOTES TO PURCHASER Alit) 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 nd deletions as may be approved by First Bankers of Florida, N.A.; The First Bankers of Volusia County, N.A.; The First Bankers of Indian River County; and The First Bankers, N.A. (collectively, the "Purchaser ") and by the Mayor and City Clerk of the City, such approval to be evidenc- ed 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 deliver- ed 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 verbatim herein. The 1983 Motes 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 .tile 1983 Notes plus interest, if :uiy, accrued thercon from . the data thereof to the date of their delivery to the Purchaser. -2- RESOLUTION NO. 83 -36 PAGE 2 OF 3 PLUS ATTACHMENTS M1CROPLI.!ED 4 -15 -85 SECTION 6. REPEAL OF INCONSISTENT PROVISIONS. The Resolu- tion shall remain in full force and effect, except to the extent that it is inconsistent herewith. All prior resolutions or parts of resolutions inconsistent with this resolution are hereby amended and superseded by this resolution, but only to the extent of any such inconsistency. SECTION 7. EFFECTIVE DATE. This resolution shall take ef- fect immediately. Passed and adopted this 7th fJ f 'fittest: e` ,t City 'Cl -� Appro as to Form: NAME 'YESI NO CALVEt +. HARRIS .Attorney l -3- RESOLUTION NO. 83 -36 PAGE 3 OF 3 PLUS ATTACHMENTS 5 'No. UNITED STATES OF AI4ERICA STATE OF FLORIDA CITY OF CAPE CANAVERAL COUNTY OF'BREVARD' 1983 SANITARY SEWER REVENUE CERTIFICATE ANTICIPATION NOTE The City of Cape Canaveral in Brevard County, a municipal the "city "), for value corporation of the promises t of Florida to da ( day of Junes received, hereby promises on the registered assigns, as hereinafter p principal sum 198 from the revenues hereinafter mentioned, the p P of able semiannually on the first day of with interest thereon, P a Y so£ each June and December there - December, 1983 and the first day 1983 to I-larch 9, 1984, and 8.50% after, at the rates of 8.00% from the date hereof to December 1983, 8.25.1 from December 9, Both principal of and interest from March 10, 1984 to maturity . which on the re- on this Note are payable in any coin or currency tender for the spective dates of payment of the same is lega 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 to of comp the Charter of the City of Cape Canaveral, compliance with the Constitution and Statutes of the State o� in including herein Florida, a Resolution antic iI ation of the issuance e£ ), a thorizedr by Certificates after called the "Certkle Authority on the 19th day, of November, heretofore adopted by the issuance of this Note' 1983,ne(he in- 1981, and authorizing for the purpose of December 14, 1981 and further amended "Resolution") after coller.tively g the project edeccribed )in said Resolution. temporarily financing This Note. is redeemable at any time at par plus interest accrued and unpaid on the ,Note at the time o£ redemption. 800,000 of like date, general. This Note is one of the authorized issue of Notes in the aggregate principal . amount of $1, issued pursuant to the tenor and effect, except as to number, authority of and in full complia ac d the Charter r of the city 1of Statutes of the State of Florida, Sewer System of the City and acquisition of Cape Canaveral, to finance the cost of construction of improve- ments to the Sanitary 'rovide funds to redeem the City's 1981 certain extensions and Certificate p ,oe- Sanitaryeo the t to eT� 1d rc ondition clo f t till IRenolutien, ant to and subject th:. issuance of he Motes. cifically authorizing E}:ISI iSIT I EXIIIBIT I ATTACUr4ENT TO RES. N0. 83-36 PAGE 1 OF 4. This Note is payable from and secured bya 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 available' 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 Certificate s dated February 1, 1965. (hereinafter called the "1965 Certificates "). and said definitive Certificates as to lien on and source and security for payment from said revenues and excise taxes. This Note is payable from and secured by apledge. 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 available moneys. The principal of and interest on this Note will also be payable from and cons titu to alien 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 (hereinafter, called the "1966 Certificates"), and said definitive Certificates 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 tares to an obligation of the.. City to repay $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 consti- tute a lien only on and 'payable from the reponucs derived from the operation of the system in the manner,provided in the Resolution, 7WX EXHIBIT I ATTACHMENT TO RES.'NO. 83 -36 PAGE 2 OF 4. the proceeds of the excise taxes and the proceeds of the defini- tive 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 maintaining 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 Certificates 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 precedent to and in the issuance of this Note, exist, have hap - pened and have been performed in regular and 'due form and time an 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, This Note may be registered as to both principal and interest in accordance with the provisions endorsed hereon. This Note has all the qualities and incidents of a negotiable' instrument under the Uniform Commercial Code-- In•:estment Securi- ties of the State of Florida. The Certificated 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 Y7HF.R£OF, the City of Cape Canaveral of the State of Florida, his issued this Note and has caused' the same to be executed by its 6:ayor, either manually or by his facsimile signa- ture; attested and countersigned with the manual orb facsimile -3- EXIMILi I TO RES. No. 83 -36 '. PAGE 3 OI' ATTACHMENT TO RES. NO. 83 -36 PAGE 4 OF 4. CONTRACT OF PURCHASE DATE: June 1983 City of Cape Canaveral Cape Canaveral, Florida Gentlemen: The First Bankers of Florida, 'N.A.; The First Bankers of Volusia County, N.A.; The First Bankers of Indian River County; and The First Bankers, N.A. (collectively, the "Note Purchaser "), have been advised that the City of Cape Canaveral (the "City ") has authorized, by a' Resolution dated November 19, 1981, amended on December li, 1981 and further amended, on June 7, 1963, (collet- tively, .the "Resolution ".), the issuance. o£ $2,500,000 Sanitary Sewer Revenue Certificates on a parity with the $1,350,000 Sani- tary Sewer Revenue Certificates (the "Certificates ") issued by the City in 1965 (the 111965 Certificates ") and the issuance of $1,800000 1983 Sanitary Sewer Revenue Certificate Anticipation i Notes n anticipation of the issuance o£ said certificates (the "Notes "). 'The Notes and Certificates will be issued to finance a portion of the cost of improvements to a sanitary sewer system of the City (hereinafter referred to as the "system "). The Certi ficates 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 Notes. The 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 subordinate to that of the Certificates and the 1965 Certificates. The purpose of the 'Notes is also to redeem in part the City's $2,000,000 1981 Sanitary Sewer Revenue Certificate Anticipation Notes. The Note Purchaser offers to purchase the Notes at ,a nego- tiated sale at the price and on the terms and conditions set forth herein. I£ the, provisions hereof are acceptable to 'you, your 'execution and delivery hereof to the undersigned shall constitute an agreement to sell thc Notes to the undersigned as provided in the following sections hereof. Section 1. The City Will issue the Notes in the aggregate principal amount of. $1,800,000. .The Notes will be a' limited obligation of the City, payable solely from the proceeds o£ the Certificates, when issued, and will be revenues a lien on the revenues of the system and the proceeds of the excise taxes, as F. %FiIB I'l II EXHIBIT II ATTACHMENT TO RES. NO. 83 -36 PAGE 1 OF 5 described in the Resolution. The Notes will bear interest at the rate determined, as set forth below. The rate of interest on the Motes shall be 8.00% from the date of issuance to December 9, 1983, 8.25% from December 10, 1983 to March 9, 1984, and 11 .50% from March 10, 1984 to maturity; which interest shall be paid semiannually on the first day of ,December,, 1983, and the first day of each June and December thereafter on the outstanding principal balance of the Notes. The 'principal of the Notes shall be repaid as follows: ninety -five percent (95 %) of the aggregate principal balance of the Notes shall be due twelve months from the date of the .Notes, and will be paid from the proceeds of the Certificates, or any other legally available funds and the remaining five percent (5%) of the principal amount of the Notes shall be due two years from the date of the Notes and will be paid from any legally available funds. The Notes shall be issued in two series of maturities with ninety -five percent of the aggregate principal amount of the Notes .maturing twelve, months from the date thereof and five percent of the aggregate principal amount of the Notes maturing twenty -four months from the date thereof. The Notes shall be issued in registered form in the maturi- ties'and in the amounts as indicated below: AMOUNT DATe.. OF idA ?URITY HOLDER $.. 200,000 Ju :;e 9, 1984 The First Bankers of 90,000 June 9, 1985 The First Bankers of volusia County, N.A. 510,000 June 9, 19,34 The First Bankers Of Indian River County 1,000,000 June 9, 1984 The First Bankers, N.A. The 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 tiie City, in accordance with the provisions hereof, the Notes at 100% of the principal amount thereof. Section 3. The Note Purchaser':, obligation to purchase the Notes is conditioned on the follo ing: (1) The Notes, and all other documec s to be delivered at the closing shall be satisfactory to the City and to the Note Purchaser. (2) The Notes shall be delivered to the Note Purchaser' in I•Ierritt Island, or such other place as is mutually satisfactory to -2- EXHIBIT II ATTACIIMENT TO RES. NO. 83 -36 PAGE 2 OF 5. the City and the Note Purchaser, against payment in immediately, available funds. (3) The City's $2,000,000 1981 Sanitary Sewer Revenue Certificate Anticipation Notes shall have been redeemed or other- wise paid in full. (4) Delivery of the Notes will be made on or before June 14, 1983 or such later date as may be agreed upon by the City and the Note Purchaser. Section 4. All expenses of issuing the Notes shall be paid out of proceeds from the sale of the Notes. Section S. 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 Notes as herein provided, 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 dotes involves various risks; (ii) that the Notes are not general obligations of the City; and (iii) that the principal 'of, premium, if 'any, and interest on the Notes is payable solely from the sources . specified in the Notes and in the Resolution; (C) the Note Purchaser has made such independent in- vestigation of the plans and specifications for the improvements to the system as the ?lots Purchaser, in the exercise of sound business judgment, considers to be appropriate under the circum- stances; the Note Purchaser has had the opportunity to ask, ques- tions'of, and 'receive 'answers from, officers of the City concern - ing 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 inv ,t ration in making a decision to purchase the Notes; (D) the Note Purchaser has );nowlen Je and experience in financial and business matters arid' is capable of evaluating the merits and the ricks o£,its invostment ill the Nctez and that it can bear the economic risk of its investment in the Rotes; -3- EXHIBIT II ATTACHMENT TO RES. NO. 83 -36 PAGE 3 OF 5. (E) the Note Purchaser acknowledges its understanding that the Notes are not being ,registered under the Securities Act of 1933, as amended (the 1933 Act ") or Chapter 517, Florida _Statutes; (F) the Note Purchaser . is not a bond house, broker or I other intermediary, and it is purchasing the Notes as an invest- ment 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 pub l is.: The city may rely on this representation in the certification required . by section 103(c) of the Internal Revenue Code of 1954, as amend- ed, and the regulations promulgated thereunder. In the event that the Note Purchaser proposes to resell or otherwise dispose of the Notes, such resale or other' disposition shall comply with all then .applicable laws. Erc ept, as otherwise expressly provided in this paragraph,. the resale or other distribution of the 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 Notes; Respectfully submitted,. FIRST BANKERS OF FLORIDA, N.A. Authorized Officer or !+gent THE FIRST BANKERS OF VOLUSIA COUNTY, N.A. By' — A - --- a __.._ Authorized Of.ic er or gent THE FIRST SAN9ERS OF 'INDIAN RIVER COUNTY By:__ — - - -"- .. -- huthoi.zed0 ficer oc rent -4- EXHIBIT II ATTACHMENT TO RES. NO. 83 -36 PAGE 4 OF 5. i CONTRACT OF PURCHASE DATE: June 9, 1983 City of Cape Canaveral Cape Canaveral, Florida Gentlemen: The First Bankers of Florida, N.A.; The First Bankers of Volusia County, N.A.; The First Bankers of Indian River County; and The First Bankers, N.A. (collectively, the "Note Purchaser "), have been advised that the City of Cape Canaveral (the "City") has authorized, by a Resolution dated November 19, 1981, amended on December 11, 1981 and further amended an June 7, 1983, (collec- tively, the "Resolution "), the issuance of $2,500,000 Sanitary Sewer Revenue Certificates on a parity with the $1,350,000Sani- tary Sewer Revenue Certificates (the "Certificates ") issued by the City in 1965 (the "1965 Certificates ") and the issuance of $1,800,000 1983 Sanitary Sewer Revenue Certificate Anticipation Notes in anticipation of the issuance of said certificates (the "Notes "). The Notes and Certificates will be issued to finance a portion of the cost of improvements to a sanitary sewer ,system of the City (hereinafter referred to as the "system "). The Certi- ficates 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 Notes. The 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 subordinate to that of the Certificates and the 1965 Certificates. The purpose of the Notes is also to redeem in part the City's $2,000,000 1981 Sanitary Sewer Revenue Certificate Anticipation Notes. The Note Purchaser offers to purchase the Notes at a nego- tiated 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 Notes to the undersigned as provided in the following sections hereof. Section 1. The City will issue the Notes in the aggregate principal amount of $1,800,000. The 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 EXHIBIT II ATTACHMENT TO RES. NO. 83 -36 PAGE 1 OF 5 described in the Resolution. The Notes will bear interest at the rate determined as set forth below. The rate of interest on the Notes shall be 8.00% from the date of issuance to December 9, 1983, 8.25% from December 10, 1983 to March 9, 1984, and 8.50% from March 10, 1984 to maturity, which interest shall be paid semiannually on the first day of December, 1983, and the first day of each June and December thereafter on the outstanding principal balance of the Notes. The principal of the Notes shall be repaid as follows: ninety -five . percent (95%) of the aggregate principal balance of the Notes shall be due twelve months from the date of the Notes, and will be paid from the proceeds of the Certificates, or any other legally available funds and the remaining five percent (5 %) of the principal amount of the Notes shall be due two years from the date ofthe Notes and will be paid from any legally available funds. The Notes shall be issued in two series of maturities with ninety -five percent of the aggregate principal amount of the Notes maturing twelve months from the date thereof and five percent of the aggregate principal amount of the Notes maturing twenty -four months from the date thereof. The Notes shall be issued in registered form in the maturi- ties and in the amounts as indicated below: AMOUNT DATE OF MATURITY FIOGDER $ 200,000 June 9, 1984 The First Bankers of Florida, N.A. 90,000 June 9, 1985 The First Bankers of Volusia County, N.A. 510,000 June 9, 1984 The First Bankers of Indian River County 1,000,000 June 9, 1984 The First Bankers, N.A. The 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 Notes at 100 % of the ,principal amount thereof.. Section 3. The Note Purchaser's obligation to purchase the Notes is conditioned on the following: (1) The Notes, and all other documents to be delivered at the closing shall be satisfactory to the City and to the Note Purchaser. (2) The Notes shall be delivered to the Note Purchaser in Merritt. Island, or such other place as is mutually satisfactory to EXHIBIT II ATTACHMENT TO RES. NO. 83 -36 PAGE 2 OF 5 "the City and the Note Purchaser, against payment in immediately available funds. (3) The City's $2,000,000 1981 Sanitary Sewer Revenue Certificate Anticipation Notes shall have been redeemed or other- wise paid in full. (4) Delivery of the Notes will be made on or before June 14, 1983 or such later date as may be agreed upon by the City and the Note Purchaser. Section 4. All expenses of issuing the Notes shall be paid, out of proceeds from the sale of the Notes.. 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 Notes as herein provided, and to make the representations set forth in this Section 5 of this Contract of Purchase; (8) the Note Purchaser is aware: (i) that investment in the Notes involves various risks, (ii) that the Notes are not general obligations of the City; and (iii) that the principal of, premium, if any, and interest on the Notes is payable solely from the sources specified in the Notes and in the Resolution; (C) the Note Purchaser has made such independent in- vestigation 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 circum- stances; the Note Purchaser has had the opportunity . to ask ques- tions of, and receive answers from, officers of the City concern- ing 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 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 Notes and that it can bear the economic risk of its investment in the Notes; EXHIBIT II ATTACHMENT TO RES. N0. 83 -36 PAGE 3 Or 5 (E) the Note Purchaser acknowledges its understanding that the Notes are not being registered under the Securities Act of 1933, as amended ( the "1933 Act") or Chapter 517, Florida Statutes; (F) the Note Purchaser is not a bond house, broker or other intermediary, and it is purchasing the Notes as an invest- ment for its own account and /or for the account of affiliated banks tinder 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 amend- ed, and the regulations promulgated thereunder. In. the event that the Note Purchaser proposes to resell . or otherwise dispose of the ..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 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 Notes; Respectfully submitted, FIRST Bf NNKKEERRS OF FLORIDA, N.A. By : /A t orized Officer or Agent THE FIRST BANKERS OF VOLUSIA COUNT i N.A. J By: �AItt1 rized Officer or�Agent THE FIRST BANKERS OF INDIAN RIVER COUNTY BY: d� n irw 'A th rized Officer or Agent EXHIBIT II ATTACHMENT TO RES. NO. 83 -36. PAGE 4 OF 5 THE FIRSTjBANRERS, N.A. r By Anthori2ed Officer o; Agent Accepted: Attest: CITY OF .APE Cj+NAVE AL, Na or ity Cler EXHIBIT II ATTACHLIENT TO RES. N0. 83 -36 ' PAGE 5 OF 5