Loading...
HomeMy WebLinkAboutResolution No. 1984-12RESOLUTION NO. 84 -12 ARESOLUTION AUTHORIZING THE ISSUANCE OF $ 1,500,00q 1984 SANITARY .SEWER REVENUE CERTIFICATE 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. DE. IT RESOLVED by the City Council of the City of Cape Canaveral, Florida, as follows: SECTION 1. This resolution is adopted pursuant to the provisions of Chapter 159, Part I vind Chapter 1GG,' 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, 1901, as further amended by Resolution No. 83 -36 (collectively,. the "Resolution ") authorized the issuance of $2,500,000 Sanitary Sewer Revenue Certificates '(the "Certificates "), $2,000,000 1981 Sanitary Sewer Revenue Certificate Anticipation Notes (the "1981 Sanitary and $1,800,000 1983 Sanitary Sewer. Revenue. Certificate Anticipation .Notes (the "1983 Notes ") . The 1981 Notes have been issued and redeemed, and the 1983 Notes have been issued and remain outstanding. C. The Project contemplated by Resolution No. 81 -76 has been completed, all monies in the Construction Fund established pursuant to Section 25.C. of Resolution 81 -76 has been expended for the Project and for the redemption Of the 1981 Notes, and the City has determined that it will be to its adva ntagc to issue a new series than issue Certificates at this of notes authorized hereby rather time. D. A negotiated sale of the 1984 Notes (as defined herein) is required and necessary, and is in the best interest of the City, for the same reasons set .forth in Section 2, Paragraph R of Resolution '81 -76. SECTION 3. AUTHORIZATION Or ISSUANCE OF 198.1 NOTES. In anticipation of the issuance of the Certificates, the issuance of the 1984 Sanitary Sewer Revenue Certificate Anticipation Notes of the City in an aggregate principal amount of not to exceed at any one time $ 1500 000 the (the 111984 Notes ") is hereby authorized, such 1984 Notes�—toe issuable from time to time. The 1984 Notes shall be subject to all of the provisions of the Resolution re- lating to ,11Otes" as defined therein, except as amended hereby. SECTION 4. FORb1 OF 1984 NOTE. The form of Note contained in Section 17 of Resolution No. 81 -76 and amended by Resolution No. 83-3G is amended to include the form attached as Exhibit I to this Resolution. The City acknowledges that the 1983 Notes were issued according to the form o f note set forth as Exhibit I to Resolution No. 83 -36, and d 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 1984 Notes. RESOLUTION N0. 84 -12 PAGE 1 OF 2 PLUS ATTACHMENTS NICFOFILPOED 4.15.85 SECTION 5. APPLICATION OF 1984 NOTE PROCEEDS FOR REDEMPTION OF 1983 NOTES. All of the proceeds of the 1984 Notes, including accrued interest and premium, if any, received from the sale of any or all of the 1984 Notes shall be applied by the City simultaneously with the delivery of the 1984 Notes to the redemption of the 1983 Notes, including any accrued interest thereon. SECTION 6. PAYMENT OF COSTS. The City shall pay out of available revenues, all costs relating to the .issuance of the 1984 Notes, including, but not limited to, financial, legal and administrative costs and fees. SECTION 7. AWARD OF NOTES TO PURCHASER AND AUTHORIZATION OF EXECUTION AND DELIVERY OF THE CONTRACT OF PURCHASE. The Contract of Purchase, substantially in the form attached hereto as Exhibit II, with such changes, corrections, insertions and deletions as may be approved by 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 evidenced conclusively by their execution thereof, is hereby approved and authorized; the City hereby authorizes and directs the Mayor and City Clerk to date and execute and the City Clerk to attest, under the official seal of the City, the Contract of Purchase and to deliver the Contract of Purchase to the Purchaser; and all of the provisions of the Contract of Purchase, when executed and delivered by the City as authorized herein and by the Purchaser, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. The 1984 Notes shall be sold and delivered to the Purchaser as provided in the Contract of Purchase, at a price equal to 1000 of the face amount of the 1984 Notes plus interest, if any, accrued thereon from the date thereof to the date of their delivery to the Purchaser. SECTION 8. REPEAL OF INCONSISTENT PROVISIONS. The Resolution shall remain in full force and effect, except to the extent that it is inconsistent herewith. All prior reso- lutions 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 9. EFFECTIVE DATE. This resolution shall take effect immediately. P4S,5ED AND ADOPTED this lst , 44 _t'Attest: Appro �d as to Form: ney •.ay of •:4 NAME fYESI NO CALVERT FISCHETTI X f NICHOLAS I I x RUTHERFORD I x WINCHESTER RESOLUTION NO. 84 -12 PAGE 2 OF 2 PLUS ATTACHMENTS S No. UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF BREVARD CITY OF CAPE CANAVERAL. 1984 SANITARY SEWER REVENUE CERTIFICATE ANTICIPATION NOTE The City of Cape Canaveral in Brevard County, a municipal corporation of the State of Florida .(the ,city"), _ or received, hereby promises to pay to on the £ _ .registered assigns, as herein provided. day othe principal sum I9g_, from the revenues hereinafter mentioned, of Both with interest thereon, payable principal of and interest on this Note are payable in any coin or currency which on the respective dates of payment of the same is bts legal tender for the payment of public and private a at The First Bankers of Florida, N.A., Cape Canaveral, This Note is issued .under the authority of and in full compliance with the Chartcrl of the CityccofsC Cape Canaveraal, in Florida , including . anticipation of the issuance of definitive horized Certificates by Resolution after called the "Certificates' heretofore adopted by the Authority on the Note, day a ofHamended November, and authorizing the issuance of this Note, 1983, and as oil juse 7, December 11, 1981 as further amended (hereinafter collectively further amended on April 26, 1984 temporarily financing called the "Resolution ") for the purpose of the project described in said Resolution. This Note is redeemable at any time at 'par plus interest accrued and unpaid on the Note at the time of redemption. in This Note is one of the authorized_ of Mike date, ✓ g neral. aggregate principal amount of S__ tenor an the Constitution and d effect, except as to number, issued pursuant the authority of and in full compliance with statutes of the toa finance of tile Florida, and ofh Char ter of of improve- Cape Canaveral, certain extensions ionsa and eto provide funds eto redeem the City's 1983 Sanitary Sewer Revenue Certificate. Anticipation Notes pursuant secif- and subject to the termisandinconditionsNOf the Resolution, p ically authorizing. This Note is payable from and secured by a pledge of the finitive Certificates when issued, and the City proceeds of said de will be obligated to issue a sufficient amount of the definitive EXHIBIT I JPA /DUP /SPECIMEN BOND ATTACHMENT TO RESOLUTION NO. 04 -12 PACE 1 OP 4 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 Certificates dated February 1, 1965 (hereinafter called the "1965 Certificates "), 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 taxes 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 ovidenced 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- tutea lien only on and payable from the revenues derived from the operation of the system in the manner provided in the Resolution, the proceeds of the excise taxes and the proceeds of the 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 a }o 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 EXHIBIT I ATTACHMENT TO RESOLUTION NO. 84 -12 PAGE 2 OF 4 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 as required by the Constitution and Laws of the State of Florida and the laws and regulations of such State and of the United States of America applicable thereto, and that the issuance of this Note, does not violate any constitutional or statutory Limitation. 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 -- Investment Securi- ties of the State of Florida. The Certificates is anticipation of which this for issued Brevard County rendered endered on February judgment of 19, 1982• 'IN WITNESS WHEREOF, the City of Cape Canaveral of the State be of Florida, has issued this Note and has. caused .the tsame o and executed by, its Mayor by his manual signature, countersigned with the manual signature of its Secretary and its corporate seal to be affixed hereto or imprinted hereon, all as of the _ day of April, 1981. CITY OF CAPE CANAVERAL 8y: Nayor (SEAL) ATTESTED AND COUNTERSIGNED: City Clerk ATTACHMENT TO RESOLUTION NO. 84 -12 PACE 3 OF 4 EXIIII31T I PROVISION. FOR REGISTRATION This Note maybe registered as to both principal and interest in the name of the holder on the books to be kept by the Secretary of the City of Cape Canaveral, ns Registrar, or such other Registrar as may hereafter be duly appointed, such registration being noted hereon by such Registrar In the registration blank below, after which no transfer shall, be valid unless made on raid books by the registered holder . or atttorney duly authorized and similarly noted in the registration blank below,' but it may be discharged from registration by being . transferred to bearer, after which it shall be transferable by delivery, but it may again be registered as before. The City may make a reasonable charge for every such transfer' sufficient to reimburse it for any expenses incurred by it; provided, however,' that no charge shall be made by the City for the first transfer of any Note from bearer to the registered owner and for the first reconversion from the regis- tered owner to bearer. DATE OF 'NAME OF MANNER OF SIGNATURE REGISTRATION REGISTERED OL9PIER REGISTRATION OF REC ISTRAR ATTACHMENT TO RESOLUTION NO. 84 -12 PAGE 4 O 4 EXHIBIT i CONTRACT OF PURCHASE .DATE: April 1984 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, amended on June 7, 1983, and further amended on April 26, 1984 (collectively, the "Resolution "), the issuance of $2,500,000 Sanitary Sewer Revenue Certificates on a parity with the $1,350,000 Sanitary Sewer Revenue Certificates (the "Certifi- cates") issued by the City in 1965 (the "1965 Certificates ")' and the issuance of $_ 1984 Sanitary Sewer Revenue ;Certif- icate 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 Certificates are to be payable solely from and secured by n 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 $1,800,000 1.983 Sanitary Sewer Revenue Certificate Anticipation Notes.. The Note Purchaser offers to purchase' the Notes at a negoti- ated 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 $ 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 JPA /DUP /CONTRACT OF PURCHASE E- 311BIT II AIITACILI:SX" iO RESOLUTION M. 31 -12 PACE 1 OF •1 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 , which interest shall be paid semiannually on the first day of December, 1984,' 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: The Notes shall be issued in registered form, in the maturi- ties and in the amounts as indicated below: AMOUNT DATE OF MATURITY HOLDER 1985 The First Bankers of $ Florida, N.A. 1986 (The First Bankers of Volusia .County, N:A.) 1985 (The First Bankers of Indian River County) 1985 (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 10T.' 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) 'Elie Notes shall be delivered to the /tote Purchaser in ,Florida, or such other place as is mutually satis- factory to, the City and the Note Purchaser, against payment in immediately available. funds. (3) The City's $1,800,000 1983 Sanitary Sewer Revenue Certificate Anticipation Notes shall have been redeemed or other- wise paid in full. (4) in full. of the Notes will be made on or before April, 1984 or such later date as may be agreed upon by City and the Note Purchaser. ATE,,C11`lE7f 70 RESOLUTION M. 84 -12 PACT 2 OF 4 EXIIIBIT II Section A- 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' S of this Contract of Purchase; (B) 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 and, in the the sources specified in the Notes Resolution; (c) the Note Purchaser has made such independent investigation o£ the plans and specifications for the improvements to the System as the Note Purchaser, in appropriate under Jthe circumd business judgment, considers to be app p stances; the Note Purchaser has had the opportunity of to ask the ques- tions o£, and receive answers from, the business and concerning the proper 'System, financial condition of the City, and to obtain verify accuracy 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 malting a deci s ion 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; (E)' the Note Purchaser ac nowledges its understanding that the dotes are not being registered under the Securities Act of 1933, as amended,(the '1933 Act ") or Chapter' 517, Florida Stntutea' (F) the Note it isapurchasing the llotesouas an invest- other intermediary, and it is p 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 public. The City may rely on this representation in the certification required A9TAGLNENr TO MoLVr[ON 1:0. 84-12 PAGE 3 oil h EHBIBIT 11 bysection'303(c) of the Internal Revenue Code of 1954, as, amend- ad, and .the regulations promulgated thereunder. In the event that the Note Purchaser proposes to resell. or otherwise dispose of the then Notes, such resale or other disposition shall cept comP Lvided yin this with applicable laws. Ex as otherwise expressly pro paragraph, the resale or other distribution of the, Notes shall at III times be within the so le control of the Note Purchaser; (C) the Note Purchaser bar not Pwithand thill not Pof any bonus, fee, or gratuity to any "finder , ection with the Section 218.386, Florida Statutes, in conn. sale of the Notes; Respectfully submitted, . FIRST, BANKERS OF FLORIDA, N.A. By: Authorized Officer ar Agent (THE FIRST BANKERS OF VOLUSIA COUNTY,, N.A.) By: Authorized Officer or Agent. ITHE FIRST BANKERS OF INDIAN. RIVER COUNTY) By: -- thorized Office - -- r -�or. Agent Au THE FIRST BANKERS, N.A. By: Authorized Officer or Anent Accepted: Attest: CITY OF CAPE CAt1AVERAL BY• --- -- -- Mayor City. Clerk ATPACIMENP TO RFSOLUr .1 NO. 84 -,12 RIQIIBIT II PAGU 4 OF 4