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HomeMy WebLinkAboutExecuted Revenue Note from Akerman 3-11-14PRIOR 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. 1. CITY OF CAPE CANAVERAL, FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2014 Principal Sum Maturity Date Note Rate Date of Issuance $5,500,000 February 1, 2024 199% February 26, 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 "), 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, fi•om the Date of Issuance shown above, on February 1 and August I 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 Section 3.03 of that certain Loan Agreement by and between the Holder and the City, dated as of February 26, 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. 2014 -05, adopted by the City Council (the "Council ") on February 18, 2014, and the Agreement. 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. (28202368;1) 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 in Authorized Denominations. 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 and exchange (if prepayment is pant) 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 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. THE HOLDER SHALL NEVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY, OR TAXATION IN ANY FORM OF ANY PROPERTY THEREIN TO PAY THIS 2014 NOTE OR THE INTEREST HEREON. 128202368;1) 2 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] (28202368;1) IN WITNESS WHEREOF, the City has caused this 2014 Note to be signed by its Mayor Pro Tern 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, CITY OF CAPE CANAVERAL, FLORIDA [SEAL] �i' 4 Mayor Pro Tem ATTEST: By: a, k'h- City Clerk (28202368;1) 4 FORM OF CERTIFICATE OF AUTHENTICATION Date of Authentication: This 2014 Note is being delivered pursuant to the within mentioned Agreement. CITY OF CAPE CANAVERAL, FLORIDA, as Registrar By: a'�'z k V City Clerk {28202368;1 } 5 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 fall power of substitution in the premises. Name of Holder: I. (28202368;1) 6 EXHIBIT A NOTE - PRINCIPAL REPAYMENT SCHEDULE Year Amount 2015 $509,000 2016 511,000 2017 521,000 2018 532,000 2019 543,000 2020 554,000 2021 565,000 2022 577,000 2023 585,000 2024 600,000 {28202368,11 7 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 26, 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. 2014 -05, 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 26, 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. (28202368;1) 8 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 Authorized Officer {282©2368;1} 9