HomeMy WebLinkAboutResolution No. 1981-76 i-'4,•
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'" MICROFILMED 1-18-83
RESOLUTION NO. 81-76 . ,
A RESOLUTION PROVIDING FOR THE ACQUISITION AND
CONSTRUCTION..OF IMPROVEMENTS TO THE SANITARY SEWER ``
SYSTEM' OF THE CITY OF CAPE CANAVERAL, FLORIDA; '
AUTHORIZING THE .ISSUANCE OF ,$2,500,000 SANITARY
SEWER REVENUE CERTICATES TO FINANCE .THE COST
THEREOF ON A ,PARITY WITH THE OUTSTANDING PORTION OF
THE $1,350,000 SANITARY. SEWER REVENUE CERTIFICATES
ISSUED BY THE ..CITY IN 1965; PROVIDING FOR THE
0 ISSUANCE OF $2',000,000 SANITARY SEWER REVENUE
f CERTIFICATE ANTICIPATION NOTES IN ANTICIPATION OF
THE ISSUANCE OF SAID CERTIFICATES; PROVIDING FOR
THE RIGHTS OF THE HOLDERS OF SAID CERTIFICATES AND
1 NOTES; PLEDGING FOR THE PAYMENT THEREOF FROM THE
NET REVENUES OF THE SANITARY SEWER .SYSTEM AND THE •
PROCEEDS OF THE UTILITIES TAX AND FRANCHISE TAX; \
MAKING CERTAIN COVENANTS AND AGREEMENTS IN' CONNEC-
TION THEREWITH; AND PROVIDING FOR AN EFFECTIVE I
DATE. .
BE•IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CAPE
CANAVERAL, FLORIDA, that:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution
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is adopted pursuant to the provisions of Chapter 159, Part I, and
Chapter, 166, Florida Statutes, the resolution of the City dated -
February 5, 1965 authorizing the issuance of $1,350,000 Sanitary
Sewer Revenue Certificates (the "1965 Resolution") , and other . _
applicable provisions of law.
SECTION 2. FINDINGS. 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 (hereinafter
sometimes referred to as the "system") .
illB. On February 5, 1965, the City adopted the. 1965
Resolution authorizing the issuance of $1,350,000 Sanitary Sewer
Revenue Certificates (the "1965 Certificates") to finance the cost ,
of the acquisition and construction of such system.
.
C. The construction of improvements to such system (the.
"project") is necessary and essential in order to preserve the.
public health and safety of the citizens of the City and the
inhabitants of the surrounding environs, and it is essential for
the physical and economic welfare of said City that such project
RESOLUTION NO. 81-76
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MICROFILMED 1-18.83
be constructed. The plans and specifications for such improve-
ments as prepared by Briley, Wild & Associates, Inc. , Consulting
Engineers of the City, have been adopted and approved by the City
Council and are presently on file at the office of the City Clerk.
D. Section 16P of the 1965 Resolution authorizing the
issuance of the 1965 Certificates provided for the issuance of
sanitary sewer certificates on a parity with the 1965 Certificates
under the terms 'and conditions of the 1965 Resolution.
E. The City, pursuant to non-emergency Ordinance No. 64.10,
enacted April 28, 1964, and amended on December 7, 1971, has
levied a tax on every purchase of electricity, metered or bottled
gas (natural, liquified petroleum gas or manufactured) , water
service and telephone and telegraph service within the corporate
limits of the City, (the "utilities tax") . Pursuant to the
provisions of Ordinance No. 5-62 enacted August 28, 1962, the City
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entered into an agreement with the Florida Power and Light Company
granting to the latter an electric franchise for a period of
thirty years for the privilege of operating and maintaining
electric light and power facilities in the City. In return for
such privilege the Florida Power and Light Company has agreed to
pay a continuing franchise tax to the City (the "franchise tax")
(the utilities tax and the franchise tax are collectively referred
to as the "excise taxes") . The proceeds of the excise taxes are
not now pledged or encumbered in any manner except as security for
'payment of the principal of and interest on the 1965 Certificates
and all reserve, sinking fund, and other payments with respect to
the 1965 Certificates as described and provided in the 1965
Resolution.
F. It shall be certified prior to the .sale of the
Certificates that the estimated annual net revenues to be here-
, after derived from the operation of the system and the proceeds of
the excise taxes will be in excess of the amounts needed to pay
the principal of and interest on the Certificates herein author-
ized and
uthor-ized .and the 1965 Certificates as the same become due and all
sinking fund, reserve and other payments herein required and
required by the 1965 Resolution.
RESOLUTION NO. 81-76
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: MICROFILMED 1-18.83
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G. The estimated cost of said project is the sum of
$2,500,000. Such cost shall be provided from the sale of the
Certificates herein authorized and the balance shall be provided
by the City from other available sources. Such cost, in addition
to the specific items contained in the plans and specifications
approved by the City Council, shall be deemed to include the
construction of improvements to the system, the acquisition of any
[1] fixtures or equipment or properties necessary or convenient
therefor, the cost of all lands, property, rights, easements and
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i franchises acquired which are deemed necessary for such acquisi-
tion
or construction, the cost of all machinery and equipment,
engineering and legal expenses, fiscal expenses, expenses for
estimates of costs and of revenues, expenses for plans, specifica-
tions
and surveys, administrative expenses, interest prior to and
during construction, if any, the establishment of reserves and
such other expenses as may be necessary or incidental for the
financing authorized by this Resolution, the construction of the
project and the placing of the same in operation.
I. The principal of and interest on the Certificates to be
issued pursuant to this Resolution and all of the reserve sinking
fund or other payments provided for will be paid solely from the
net revenues derived from the operation of the system and the
proceeds of the excise taxes. The City will not be authorized to
levy ad valorem taxes on any real property therein to pay the
principal of and interest on the Certificates, herein authorized,
or make any of the reserve, sinking fund or .other payments
[1] provided for herein. Such Certificates shall not constitute a
lien upon the system or upon any other property whatsoever of or
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j in the City, the County of Brevard or the State of Florida.
J. The City is not in default in performing any of the
covenants and obligations under the 1965 Resolution, and all
payments required to be made into the accounts and funds as
therein defined and provided, have been made to the full extent
required. Before the delivery of the Certificates .authorized
herein, the City Clerk will have on file the certificate required
by Section 16P(2)(a) of the 1965 Resolution. The City has timely
RESOLUTION NO. 81-76
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MICROFILMED 1-18.83
notified William R. Hough and Company of its intent to authorize
the issuance of the Certificates authorized herein.
K. A negotiated sale of the Sanitary Sewer Anticipation
Notes authorized herein (the "Notes") is required and necessary,
and is in the best interest of the Issuer, for the following
reasons: the Notes will be special and limited obligations of the
Issuer payable solely out of the proceeds of the definitive
' [I] Certificates when issued; the cost of issuance of the Notes, which
must be borne by the City, would most likely be greater if the
Notes are sold at public sale by competitive bids than if the
Notes are sold at negotiated sale, and there is no .basis for any
expectation that the terms and conditions of a sale of the Notes
at public sale by competitive bids would be any more favorable
than at negotiated sale; authorization of a negotiated sale of the
Notes is necessary in order to serve the purposes of the Act.
SECTION 3. DEFINITIONS. The following terms in this
Resolution shall havethe following meanings, unless the text
otherwise expressly requires:
A. "City" shall mean the City of Cape Canaveral, Florida.
B. "Certificates" shall mean the $2,500,000 Sanitary Sewer
Revenue Certificates authorized to be issued pursuant to this'
Resolution, the interest coupons appertaining thereto, and also
any additional parity certificates, and the interest coupons
appertaining thereto, hereafter issued pursuant to and under the
terms, restrictions .and conditions contained in this Resolution
and, if applicable, the 1965 Resolution.
[j] C. "1965 Certificates" shall mean the $1,350,000 Sanitary
Sewer Revenue Certificates issued by the City pursuant to Resolu-
tion No. 65-7 dated February 5, 1965.
D. "Notes" shall mean the $2,000,000 Sanitary Sewer Revenue
Certificate Anticipation Notes authorized to be issued pursuant to
this Resolution in anticipation of the issuance of the Certifi-
cates.
E. "Holder of Certificates" or "Certificate Holder", or any
similar terms, shall mean any person who shall be the bearer or
owner of a Certificate or Certificates, registered to bearer or
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MICROFILMED 1-18.83
not registered, or the registered owner of any such Certificate or
Certificates which shall at the time be registered other than to
bearer or the bearer of any coupons representing interest accrued
or to accrue on said Certificates.
F. "Gross Revenues" or "Revenues" of the system shall mean
all fees, rentals or other charges or income received by the City
from the operation of the system.
[I] G. "Operating Expenses" or "Cost of Operation and
Maintenance" of the system shall mean the current expenses, paid
or accrued, or the operation, maintenance and repair of the system
and its facilities, as calculated in accordance with sound account-
ing practices, and shall include without limiting the generality
of the foregoing, insurance premiums, administrative expenses of
the City relating solely to the system, labor, cost of materials
and supplies used for current operations and charges or the
accumulation of appropriate reserves for current expenses not
annually recurrent, but which are such as may reasonably be
. expected to be incurred. Operating expenses shall not include any
allowance for depreciation or renewals or replacement of capital
assets of the system..
H. "Net Revenues" of the system shall mean the gross
revenues as defined in subsection F after deducting only operating
expenses of the same as defined in subsection G.
I. "Utilities Tax" shall mean the proceeds derived by the
City pursuant to Ordinance No. 64. 10. enacted on April 28, 1964,
upon every purchase of electricity, metered or bottled gas (natu-
[I] ral, liquified petroleum gas or manufactured) , water service and
telephone and telegraph service within the corporate limits of the
City.
J. "Franchise Tax" shall mean any and all moneys received
by the City from the Florida Power and Light Company, its legal
representatives, successors or assigns under the electric fran-
chise granted pursuant to Ordinance No. 5-62, enacted August 28,
1962, granting such company the right to construct, maintain and
operate electric light and power facilities for the purpose of
supplying electricity to the City or its inhabitants.
RESOLUTION NO. 81-76
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MICROFILIVED 1.18-83
K. "Excise Taxes" shall mean collectively, the utilities
tax and franchise tax.
L. "Fiscal Year" shall mean the period commencing on
October 1 of each year and continuing to and including the suc-
ceeding September 30.
M. Words importing singular number shall include the plural
number in each case and vice versa, and words importing persons
[i] shall include firms and corporations.
SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the acceptance of the .Certificates and Notes
authorized to be issued hereunder by those who shall hold the same
from time to time, this Resolution ,shall be deemed to be and shall
constitute a contract between the City and such holders. The
covenants and agreements herein set forth to be performed by the
City shall be for the equal benefit, protection and security of
the legal holders of any and all of such Certificates and of such
Notes and the coupons attached to such Certificates and such
Notes, all of which shall be of equal rank and without preference,
priority or distinction of any of the Certificates or Notes or
coupons attached to either over any other thereof, except as
expressly provided therein and herein.
SECTION 5. AUTHORIZATION OF CERTIFICATES AND CONSTRUCTION OF
PROJECT. Subject and pursuant to the provisions of this Resolu-
certificates of the City to be known as "Sanitary Sewer
Revenue Certificates," herein sometimes referred to as "Certifi-
cates," are hereby authorized to be issued in the aggregate
[I/ principal amount of Two Million Five Hundred Thousand Dollars
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($2,500,000) . The .acquisition and construction of the project
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described in Section 2C, the cost of which is to be paid in part
from the proceeds of the Certificates, is hereby authorized.
SECTION 6. DESCRIPTION OF CERTIFICATES. The Certificates
shall be dated as of a date determined by a subsequent resolution
adopted prior to the issuance of the Certificates; shall be
numbered consecutively from one upward; shall be in'the denomina-
tion of $5,000.00 each or any integral multiple thereof; shall
bear interest at not exceeding the legal rate; such interest to be
RESOLUTION NO: 8176
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MICROFILMED 1-18-83
E. payable semi-annually February 1 and August 1 of each year, and
shall mature serially in numerical order, lowest numbers first, on
February 1 in the years and amounts as established by a subsequent
resolution adopted prior to the issuance of the Certificates. The
Certificates shall in ,no case mature in more than forty (40)
years.
Such Certificates shall be issued in coupon form; shall be
[1]
I payable with respect to both principal and interest in lawful
money of the United States of America at such bank .or banks to be
determined by the City, subject to the approval of the original
purchasers of the Certificates, prior to the delivery thereof.; and
shall bear interest from their date, payable in accordance with
and upon surrender of the appurtenant interest coupons as they
severally mature.
SECTION 7. EXECUTION OF CERTIFICATES AND COUPONS. The
Certificates shall be executed in the name of the City by the
Mayor and attested by the City Clerk, and its corporate seal or a
facsimile thereof shall be affixed thereto or reproduced thereon.
The facsimile signatures of the Mayor or the City Clerk may be
imprinted or reproduced on the Certificates, provided that at
least one signature required to be placed thereon shall be manu-
ally subscribed. In case any one or more of the officers who
shall have signed or sealed any of the Certificates shall cease to
be such officer of the City before the Certificates so signed and
sealed shall have been actually sold and delivered, such Certifi-
cates may nevertheless be sold and delivered as herein provided
and may be issued as if the person who signed or .sealed such
Certificates had not ceased to hold such office. Any Certificate
may be signed and sealed on behalf of the City by such person who
at the actual time of the execution of such Certificate shall hold
the proper office in the City, although at the date of such
Certificates such person may not have held such office or may not
have been so authorized.
The coupons attached to the Certificates shall be
.authenticated with the facsimile signature of any present or
future Mayor of said City, and the validation certificate on said
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Certificates shall be executed with the facsimile signature of the
Mayor. The City may adopt and use for such purposes the facsimile
signature of any person who shall have been such Mayor at any time
on or after the date of the Certificates, notwithstanding that he
may have ceased to be such officer at the time such Certificates
shall be actually sold and delivered.
SECTION 8. NEGOTIABILITY AND REGISTRATION. The Certificates
[I] issued hereunder shall be, and shall have all of the qualities and
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incidents of negotiable instruments under the law merchant and the
Uniform Commercial Code--Investment Securities of the State of
Florida, and each _successive holder, in accepting any of said
Certificates or the coupons appertaining thereto, shall be conclusive-
ly deemed to have agreed that such Certificates shall be and have
all of the qualities and incidents of negotiable instruments under
the law merchant and the Uniform Commercial Code--Investment
Securities of the State of Florida, and 'each successive holder
shall further be conclusively deemed to have agreed that said
Certificates shall be incontestable in the hands of a bona fide
holder for value.
The Certificates may be registered 'at. the option of the
holder as to principal only at the office of the City Clerk, such
. registration to be noted on the back of said Certificates in the
space provided therefor. After such registration as to principal
only no transfer of the Certificates shall be valid unless made at
said office by the registered owner, or by his duly authorized
agent, or representative and similarly noted on the Certificates,
but the Certificates may be discharged from registration by being
in like manner transferred to bearer and thereupon transferability
by delivery shall be restored. At the option of the holder, the
Certificates may be thereafter again from time to time registered
or transferred to bearer as before. Such registration as to
principal only shall not affect the negotiability of the coupons
which shall continue to pass by delivery.
SECTION 9. CERTIFICATES LOST, DESTROYED, OR STOLEN. The
provisions of law merchant and the Uniform Commercial Code--
Investment Securities of the State of Florida shall apply if any
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• MICROFILMED 1-18.83
1 Certificate is lost, apparently destroyed or wrongfully taken. In
case any Certificate shall be lost, apparently destroyed or
wrongfully taken, the City will issue and deliver a new Certifi-
cate with all unmatured coupons attached of like tenor as the
Certificate and attached coupons, if any, so lost, apparently
destroyed or wrongfully taken, in lieu of and substitution for the
Certificate and attached coupons, if any, lost, apparently de-
[1] stroyed or wrongfully taken, and upon the holder furnishing the
City proof of his ownership thereof and a sufficient indemnity
bond and complying with such other reasonable regulations .and
conditions as the City may prescribe and paying such expenses as
the City may incur. All Certificates and coupons so surrendered
shall be cancelled by the City Clerk. If any such Certificate or
coupons shall have matured or be about to mature, instead of
issuing a substitute Certificate or coupon, the City may pay the
same, upon being indemnified as aforesaid, and if such Certificate
or coupon be lost, apparently destroyed or wrongfully taken,
without surrender thereof.
Any .such .duplicate Certificates and coupons issued pursuant
to this section shall constitute original, additional contractual
obligations on the part of the City whether .or not the lost,
apparently destroyed Or wrongfully taken, Certificates or coupons
be at any time found by anyone, and such duplicate Certificates
and coupons shall be entitled to equal and proportionate benefits
and rights as to lien on and source and security for payment from
the funds, as hereinafter pledged, to the same extent as all other
[i] Certificates and coupons issued hereunder.
SECTION 10. REDEMPTION PROVISIONS. The Certificates shall
be redeemable in accordance with the provisions of a subsequent
resolution enacted prior to their issuance.
SECTION 11. APPROVAL BY CITY ATTORNEY. The City Attorney
shall certify on the face of each Certificate that such Certifi-
cate
and the attached coupons have been approved by him as to
form, language and execution. The facsimile signature of the City
Attorney may be imprinted or reproduced on each certificate in
lieu of a manual signature.
_g_ RESOLUTTON NO. 81-76
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MICROFILMED 1.18.83
SECTION 12. FORM OF CERTIFICATES AND COUPONS. The text of
the Certificates, the interest coupons to be attached thereto and
the validation certificate to be endorsed thereon shall be in
substantially the following tenor, with such variations, omissions
and insertions as may be necessary, desirable, and authorized or
permitted by this Resolution or any subsequent resolution adopted
prior to the issuance thereof:
0NO. $5,000
UNITED STATES OF AMERICA
j STATE OF FLORIDA
CITY OF CAPE CANAVERAL
COUNTY OF BREVARD
SANITARY SEWER REVENUE CERTIFICATE
KNOW ALL MEN BY THESE PRESENTS, that the City of Cape
Canaveral in Brevard County, a municipal corporation of the State .
of Florida, (hereinafter referred to as "City") , for value re-
ceived, hereby promises to pay to the bearer hereof, or if this
Certificate be registered to the registered holder as herein
provided, on the first day of February, 19 , solely from the
special funds hereinafter mentioned, the principal sum of
FIVE THOUSAND DOLLARS
and to pay solely from such special funds, interest on such
principal sum from the date hereof at the rate of per
centum ( %) per annum, until the payment of such principal
sum, such interest being payable semi-annually on the first day of
February and the first day of August of each year, but only in the
case of interest payable at or prior to maturity of this Certifi-
cate upon the presentation and surrender of the annexed coupons as
they severally mature. Both principal of and interest on this
Certificate are payable in lawful money of the United States of
America at the , or, at the
option of the holder, .at the -
1
This Certificate is one of an authorized issue of
Certificates in the aggregate principal amount of $2,500,000 of
like date, tenor and effect, except as to number, interest rate
and date of maturity, issued to finance a portion of the cost of
RESOLUTION NO. 81-76 '
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MICROFILMED i-18-8
construction of improvements to a sanitary sewer system of the
City (hereinafter referred to as the "system") , under the author-
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ity of and in full compliance with the Constitution and Statutes
.of the State of Florida, particularly Chapter 159 Part I, Chapter
166, Florida Statutes, the resolution dated February 1965 author-
izing the issuance of $1,350,000 Sanitary Sewer Revenue Certifi-
cates (the "1965 Resolution") , and Resolution No. duly
[I] adopted on (hereinafter referred to as
the "Resolution") , and is subject to all the terms and conditions
of such Resolution; issuance of this Certificate has been approved
{ • under the provisions of Chapter 218, Part III, Florida Statutes,
as amended.
This Certificate and the coupons appertaining thereto are
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 derived by the City upon every purchase of electricity,
metered or bottled gas (natural, liquified petroleum gas or
manufactured) , water service and telephone and telegraph .service
within the corporate limits of the City as described hereafter and.
from the proceeds of a franchise tax received by the City from the
Florida Power and Light Company pursuant to Ordinance No. 5-62,
enacted August 28, 1962. This Certificate does not constitute an
indebtedness by the City, Brevard County or the State of Florida
within the meaning of any constitutional, statutory or charter
provision or limitation, and it is expressly agreed by the holder
of this Certificate that such holder shall never have the right to
require or compel the exercise of the taxing power of the City,
Brevard County or the State of Florida for the payment of the
principal of and interest on this Certificate or the making of any
sinking fund, reserve or other payments provided for in the
Resolution authorizing this issue of Certificates. This Certi-
ficate and the obligation evidenced thereby shall not constitute a
lien upon the system or any part thereof, or on any other property
of the City, Brevard County or the State of Florida, but shall
constitute a lien only upon the net revenues derived from the
operation of such system and the proceeds of such utilities tax
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PAGE 11 OF 39 PGS
MICROFILMED 1-18-83
and franchise tax (collectively the "excise taxes") in the manner
( provided in the Resolution. This Certificate and the obligation
I
i ( evidenced hereby are secured by said lien and pledge on a parity
with and rank equal to the outstanding portion of the City's
$1,350,000 Sanitary Sewer Revenue Certificates (the "1965 Certifi-
cates") issued pursuant to the 1965 Resolution.
The City in the Resolution authorizing the issuance of this
[I/ Certificate has covenanted and agreed with the holders of the
Certificates of this issue to fix, establish and maintain such
I
rates and collect such fees or other charges for the services and
facilities of its system and to revise the same from time to time
whenever necessary, as will always provide revenue sufficient to
pay the cost of operating and maintaining the system, and, to-
gether with the proceeds from the excise taxes, 125% of the
largest amount of principal of and interest on the Certificates of
this issue and the 1965 Certificates becoming due in any succeed-
ing year and all reserves or other payments provided for in said
Resolution, and the 1965 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 the Certificates of this
issue for the terms of which reference is made to the 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 Certificate, exist, have
[I] I happened .and have been performed in regular and due form and time
as required by the Statutes and Constitution of the State of
Florida applicable thereto, and that the issuance of this Certi-
ficate and of the issue of Certificates of which this Certificate
is one, does not violate any constitutional, statutory or charter
limitation.
This Certificate and the coupons appertaining thereto are,
- and have all the qualities and incidents of a negotiable instru-
ment under the law merchant and the Uniform Commercial Code--
Investment Securities of the State of Florida, and the original
RESOLUTION NO. 81-76 --
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MICROFILMED 1-18-83
holder and each successive holder of this Certificate or of the
coupons appertaining thereto, shall be conclusively deemed by his
acceptance thereof to have agreed that this Certificate and the
coupons appertaining thereto shall be and have all the qualities
and incidents of negotiable instruments under the law merchant and
the Uniform Commercial Code--Investment Securities of the State of
Florida.
[I] [INSERT REDEMPTION PROVISIONS]
Notice of such redemption shall be given in the manner
required by the Resolution.
This Certificate may be registered as to principal only in
accordance with the provisions endorsed hereon.
VALIDATION CERTIFICATE
This Certificate is one of a series of Certificates which
were validated and confirmed by decree of the Circuit Court of the
Ninth .Judicial Circuit of the State of Florida, in and for Brevard
County, rendered on
IN WITNESS WHEREOF, the City of Cape Canaveral, Florida, has
issued this Certificate and caused the same to be signed by its
Mayor and attested by the facsimile signature of the City Clerk
and a facsimile of its corporate seal to be imprinted hereon has
caused the interest coupons hereto attached, to be executed with
the facsimile signature of the Mayor, all as of the day of
[I/ , 19—
CITY OF CAPE CANAVERAL, FLORIDA `
(SEAL) By:
Mayor
ATTESTED: The foregoing Certificate and
attached coupons have been
approved by me as to form,
language and execution.
City Clerk City Attorney
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RESOLTUION NO. ' 81-76
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MICROFILMED 1-18.83
FORM OF COUPONS
NO.
On the first day of , 19 , the City of
Cape Canaveral, Florida, will pay to the bearer at the
, or at the option of the holder,
at the , from the
special funds described in the Certificate to which this coupon is
attached, the sum of Dollars ($ ) ,
in lawful money of the United States of America, upon presentation
and surrender of this coupon, being six months' interest then due
on its Sanitary Sewer Revenue Certificate dated
No.
CITY OF CAPE CANAVERAL, FLORIDA
By:
Mayor
(Insert in coupons maturing after callable date the following:
"unless the Certificate to which this coupon is attached has been
duly called for prior redemption and provision duly made for the
payment thereof.")
PROVISION FOR REGISTRATION
This Certificate may be registered in the name of the holder
on the books to be kept by the Clerk of the City, as Registrar, or
such other Registrar as may be hereafter duly appointed, as to
principal only, such registration being noted hereon by such
Registrar in the registration blank below, after which no transfer
[I) shall be valid unless made on said books by the registered holder
or attorney duly authorized and similarly noted in the registra
tion 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 be again registered as before. The
registration of this Certificate as to principal shall not re-
strain the negotiability of the coupons by delivery merely.
r _
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MICROFILMED 1.18-83
Date of In Whose Name Signature of
Registration Registered Registrar
••
SECTION 13. AUTHORIZATION OF NOTES. In anticipation of the
[j] issuance of the Certificates, the issuance of Revenue Certificate
Anticipation Notes of the City in an aggregate principal amount of
$2,000,000 (herein referred to as "Notes") is hereby authorized.
The Notes shall be secured by a lien upon the proceeds of the
Certificates authorized to be issued herein, the revenues of the
system and the proceeds of the excise taxes as described herein,
which lien upon the revenues of the system and
P y proceeds of the
excise taxes shall be junior and subordinate in all respects with
I.
that of the Certificates and the 1965 Certificates as to lien :on,
source, and security for payment from such revenues and proceeds.
The Notes shall bear such denominations, dates of issuance
and maturity, which maturitydate shall not be
greater than five
(5) years from the issuance or such period as is permitted under
applicable law at the time of issuance, place or places of pay-
ment,
provisions for redemption prior to maturity, if any, rate or
rates of interest (not to exceed the legal rate) and other details
as the City shall authorize or permit in this Resolution, by the
terms of a Contract of Purchase authorized hereby, or in. a subse-
quent resolution adopted prior to the issuance thereof, subject to
s the 1965 Resolution, the provisions of Chapter 159 Part I and
I Chapter 166, Florida Statutes, and other applicable provisions of
law. The Notes may be issued in registered form, as set out
herein, or in coupon form, registrable as to principal only, at
1 the option of the City.
SECTION 14. EXECUTION OF NOTES. The Notes shall be executed
in the name of the City in the same manner provided for execution
of the Certificates.
-15- RESOLUTION W. 81.r.-76
PAGE 15 OF 39 PGS.
•
MICROFILMED 1-18.83
SECTION 15. NEGOTIABILITY OF NOTES. The notes issued
hereunder shall be, and shall have all of the qualities and
incidents of negotiable instruments under the law merchant and the
Uniform Commercial Code Investment Securities of the State of
Florida, and each successive holder, in accepting any of said
Notes, shall be conclusively deemed to have agreed that such Notes
shall be and have all of the qualities and incidents of negotiable
[l] instruments under the law merchant and the Uniform Commercial
Code--Investment Securities of the State of Florida, and each
i
successive holder shall further be conclusively deemed to have
agreed that said Certificate shall be incontestable in the hands
of a bona fide holder .for value.
SECTION 16, NOTES LOST, DESTROYED, OR STOLEN. The
provisions of Section 9 of this Resolution shall apply with regard
to the Notes.
SECTION 17. FORM OF NOTES. Unless otherwise authorized by
subsequent resolution of the City, the Notes shall be in substan-
tially the following form:
NO. $5,000.00
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF CAPE CANAVERAL
COUNTY OF BREVARD
1981 SANITARY SEWER REVENUE CERTIFICATE ANTICIPATION NOTE
The City of Cape Canaveral in Brevard County, a municipal
corporation of the State of Florida (the "City") , for value
received, hereby promises to pay tothe bearer hereof, or if this
Note be registered to the registered holder, as herein provided,
on the day of 1983, from the revenues herein-
' after mentioned, the principal sum of
FIVE THOUSAND AND NO/100 DOLLARS
with interest thereon, payable semi-annually on the first day of
1982 and the first day of each
and thereafter, at the rate of per
centum ( %) per annum. Both principal of and interest on
this Note are payable in any coin or currency which on the respec-
tive dates of payment of the same is legal tender for the payment
-16- RESOLUTION NO. 81-76 _
PAGE 16 OF 39 PGS.
,
I .
MICROFILMED 1-18.83
of public and private debts at the or, at
the option of the holder, at
This Note is issued under the authority of and in full
compliance with the Constitution and Statutes of the State of
Florida, including the Charter of the City of Cape .Canaveral, in
anticipation of the issuance of definitive Certificates (herein-
after called the "Certificates"), authorized by a Resolution
[I] heretofore adopted by the Authority on the day of
1981, and, authorizing the issuance of this Note (hereinafter
called the "Resolution") for the purpose of temporarily financing
the project described in said Resolution.
This Note is redeemable at any time after six months
following the date hereof for 100.25 per cent of the outstanding
principal plus interest accrued and unpaid on the Note at the time
of redemption and is redeemable after one year following the date
hereof for a sum equal to all outstanding principal and interest
accrued and unpaid on the Note at the time of redemption.
This Note is one of the authorized issue of Notes in the
aggregate principal amount of .$2,000,000 of like date, general
tenor and effect, except as to number, issued pursuant to the
authority of and in full compliance with the Constitution and
Statutes of the State of Florida, and the Charter of the City of
Cape Canaveral, to finance the cost of construction of improve-
ments
to the Sanitary Sewer System of the City and acquisition of
certain extensions, pursuant to and subject to the terms and
conditions of the Resolution, specifically authorizingthe issu-
[I] I ance of the Notes. The issuance of this Note has been approved
i
under the provisions of Chapter 218, Part III, Florida Statutes,
as amended.
This Note is payable from and secured by a pledge of the
proceeds of said definitive Certificates when issued, and the
Authority 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
RESOLUTION NO. 8176
—17- PAGE 17 OF 39 PGS.
f ,
t ,
MICROFILMED 1-18.83
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 Authority's
$1,350,000 Sanitary Sewer Revenue Certificates dated February 1,
1965 (hereinafter called the "1965 Certificates") and said defini-
tive Certificates as to lien on and source and security for
payment from said revenues and excise taxes.
[i] 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
shallneverhave the right, directly or indirectly, torequire 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 there-
; of, or on any other property of the City, but shall constitute a
lien only on and payable .from the revenues derived from the
operation of the system in the manner provided in the Resolution,
the proceeds of the excise taxes and the proceeds of the 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
1-1
other charges for services and facilities of such system so as to
L_J
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
RESOLUTION NO. 81-76 .
-18- PAGE 18 OF 39 PGS.
I
, MSCROFI LMED 1-18-83
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 .
0precedent 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 allSthe qualities and incidents of a negotiable
instrument under the Uniform Commercial Code--Investment Securi-
ties of the State of Florida..
IN WITNESS WHEREOF, the City of Cape Canaveral of the State
of Florida, has issued this Note and has caused the same to be
executed by its Mayor, either manually or by his facsimile signa-
ture, attested and countersigned with the manual or facsimile
signature of its Secretary anda facsimile of its corporate seal
•
to be affixed hereto or imprinted hereon, all as of the first day
of , 19
CITY OF CAPE CANAVERAL
il
IBy:
Mayor
(SEAL)
ATTESTED AND COUNTERSIGNED:
II
Secretary
RESOLUTION NO. 81-76
-19- PAGE 19 OF 39 PGS .
,
MICROFILMED 1-18-83
PROVISION FOR REGISTRATION
This Note may be 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, as Registrar, or such other Regis-
trar zs
egis-trar ,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 said books
„I by the registered holder or attorney 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 Author-
ity for the first transfer of any Note from bearer to the regis-
tered owner and for the first reconversion from the registered ,
owner to bearer.
DATE OF IN WHOSE NAME MANNER OF SIGNATURE '
REGISTRATION REGISTERED REGISTRATION OF REGISTRAR
•
SECTION 18. APPLICATION OF NOTE PROCEEDS. The proceeds of
the Notes, including accrued interest and premium, if any, re- �.
ceived from the sale of any or all of the Notes shall be applied
by the City simultaneously with the delivery of the Notes to the
. purchaser as follows:
(a) There shall first be set aside a sum equal to all
costs relating to the issuance of the Notes, including but not
limited to financial, legal and administrative costs and fees.
(b) An amount which, together with accrued interest,
shall equal all interest becoming due and
payable on the Notes
until their maturity, but in no case for a period in the excess of
three years from the date of the issuance thereof, shall be
RESOLUTION NO. 81-76
• -20-
PAGE 20 OF 39 PGS .
MICROFILMED 1-18-83
deposited in the Sinking Fund for the Notes and shall be used only
to pay interest on the Notes as it becomes due.
(c) Theremaining moneys derived from the sale of the
Notes shall be deposited by the City in the Construction Fund
created hereinafter and shall be used as described in section 25C.
SECTION 19, OBLIGATIONS UNDER NOTES. Except as otherwise
expressly provided by this Resolution, the sale of Notes in
anticipation of the receipt of the proceeds of the Certificates
shall not waive or delay the performance of any of the covenants
— [I] of this Resolution.
SECTION 20. 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
I, with such changes, corrections, insertions and deletions as may
be approved by 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 Purchaser shall be First
Bankers Corporation or any of its affiliated companies or combina-
0 tion thereof. The Series 1981 Bonds shall be sold and delivered
to the Purchaser as provided in the Contract of Purchase, at a
price equal to 100% of the face amount of the Series 1981 Bonds
plus interest, if any, accrued thereon from the date thereof to
the date of their delivery to the Purchaser.
SECTION 21. CERTIFICATES AND NOTES NOT DEBT OF CITY.
Neither the Certificates nor the Notes nor coupons attached to
either shall be or constitute general obligations or indebtedness
of the City of Cape Canaveral, Brevard County, or the State of
Florida, as bonds within the meaning of Article VII, Section 12,
-21- RESOLUTION NO. 81-76 --
PAGE 21 OF 39 PGS.
MICROFILMED ' 1-18-83
of the Constitution of Florida, but shall be payable solely from
and secured by a lien upon and a pledge of the special funds as
herein provided. No holder or holders of any Certificate or Note
or of any coupon appertaining to either, shall ever have the right
to compel the exercise of the ad valorem taxing power of the City,
Brevard County, or the State of Florida, or taxation in any form
of any real property therein, to pay the Certificates, the Notes,
[1/
or the interest thereon, or be entitled to
payment of such _princi-
f
pal and interest from any other funds of the City, Brevard County,
or the State of Florida, except from the'revenues derived from the
operation of the system, the proceeds of the excise taxes, and the
proceeds of the Certificates, when issued, in the manner provided
herein.
SECTION 22. PLEDGE OF REVENUES AND EXCISE TAXES. The '
payment of the debt service of the Certificates and on the out-
standing portion of the 1965 Certificates shall be secured
forth with equally and ratably by a pledge of and a
prior lien on .
the revenues of the system and on the proceeds of the excise
taxes, as herein provided. The lien on the holders of the Certifi-
cates on the revenues of the system and the proceeds of the excise
taxes shall be on a parity and rank equally as to lien on, source
and security for payment from such funds and in all other respects
with the outstanding portion of -the 1965 Certificates and any
additional parity bonds hereafter issued pursuant to and within
the terms, limitations and conditions contained in Section 24P of
this Resolution and, if applicable, in Section 16P of the 1965
Resolution. The City does hereby irrevocably pledge said funds to
L_J
the payment of the principal of and interest on the Certificates
issued pursuant to this Resolution and to the payment into the
reserve and sinking funds, at the times provided, of the sums
required to secure to the holders of the Certificates issued
hereunder the payment of the principal of and interest thereon at
the respective maturities of the Certificates so held by them.
SECTION 23. RELEASE OF .LIEN OF FRANCHISE TAX. In the
event the annual total of the net revenues from the system and the
proceeds from the utilities tax for each of two consecutive years
-22- RESOLUTION NO. 81-76 -
PAGE 22 OF 39 PGS.
/
MICROFILMED 1-18-83
shall equal 150% of the highest annual debt service requirements
for the Certificates and the outstanding portion of the 1965
Certificates, as certified by the sworn certificate of an indepen-
dent certified public accountant, then the lien of the holders of
the Certificates on the franchise tax, and the pledge thereof to
the Certificates, shall thereafter be released and extinguished.
The City shall cause a notice to be published in a financial
newspaper or journal published in the City of New York, New York
and in a newspaper of general circulation in the City of Cape
Canaveral, Florida, to the effect that the above described condi-
tion has been met and that the lien of the holders of the Certifi-
cates and the outstanding portion of the 1965 Certificates on the
franchise tax and the pledge thereof to the Certificates and the
outstanding portion of the 1965 Certificates is released and
extinguished as of the date of the accountant's certificate.
The sworn certificate of the independent certified public
accountant, above referred to, shall be subject to inspection at
all reasonable times by any Certificate holder and the City shall
mail copies of the sworn certificate to any Certificate holder
requesting the same.
If, after the lien of the franchise tax has been released as
above provided, the City shall issue additional parity certifi-
cates pursuant to the provisions of Section 24P hereof, the City
may repledge the proceeds of the franchise tax for the payment of
the Certificates and of the additional parity certificates;
provided that the proceeds of such franchise tax have not other-
•i
wise been pledged or encumbered.
SECTION 24. COVENANTS OF THE CITY. So long as any of the
principal of and interest on any of the Certificates shall be
r
outstanding and unpaid or until there shall have been set apart in
the Sinking Fund, herein established, a sum sufficient to pay when
due the entire principal of the Certificates remaining unpaid
together withinterest accrued .and to accrue thereon, the City
covenants with the holders of any and all Certificates issued
pursuant to this Resolution as follows, that:
-23- RESOLUTION NO. 81-76
PAGE 23 OF 39 PGS
•MICROFILMED 1-18-83
A. SPECIAL FUNDS. The entire gross revenues derived from
the operation of the system shall be deposited into a special
fund, which was established and designated "Sewer System Revenue
Fund" (hereinafter sometimes called the "Revenue Fund") by the
1965 Resolution. The entire proceeds of the utilities tax shall
, be deposited into a special fund, which was established and
f
designated "Utilities Tax Fund" by the 1965 Resolution, and the
entire proceeds of the franchise tax shall be deposited into a
special fund established and designated the "Franchise Tax Fund"
i
by the 1965 Resolution. All moneys in the Revenue Fund, the
Utilities Tax Fund, and the Franchise Tax Fund shall be held in
trust for the purposes provided in this Resolution and shall be
kept in a bank account, separate and apart from all other funds of
the City, and used only for the purposes and in the manner pro-
vided
in subsection B of this Section 24. •
B. FLOW OF FUNDS. All revenues on deposit in the Revenue
r
Fund shall not later than the 15th day of each month in each year
and commencing on the 15th day of the first full month following
the delivery of the Certificates, be disposed of only in the
following manner and order of priority:
(1) Revenues shall first be used for deposit into a
fund to be known .as the "Operation and Maintenance Fund", which
fund was established by the 1965 Resolution, in amounts necessary
to pay the cost of Operation and Maintenance, as hereinabove.
defined, for the next ensuing month.
(2) From the moneys remaining in the Revenue Fund, the
City shall next deposit into a separate fund to be held in trust
by the paying agent bank, as trustee, which fund was established
by the 1965 Resolution and designated "Sewer System Sinking Fund"
(hereinafter called "Sinking Fund") , such sums, commencing on a
date to be established by a subsequent resolution enacted prior to
the issuance of the Certificates, as will be sufficient to pay
1{f
one-sixth (1/6) of all interest becoming due on the next semi-
annual interest payment date, and commencing not later than a date
to be established by a subsequent resolution enacted prior to the
issuance of the Certificates, one-twelfth (1/12) of all principal
RESOLUTION NO. 81-76
-24- PAGE 24 OF 39 PGS.
G . MICROFILMED 1.18-83
I '
maturing on the Certificates on the next maturity date. All such
payments, as provided above, shall include an amount sufficient to
pay the fees and charges of the paying agent.
(3) Moneys in the Revenue Fund shall next be used to
maintain a Reserve Account in the Sinking Fund, which was estab-
lished
by the 1965 Resolution. The City shall transmit to the
trustee for deposit into such Reserve Account, from the proceeds
derived from the sale of any or all of the Certificates, a sum
equal to the greatest amount of principal and interest becoming
due and payable on the Certificates and the 1965 Certificates, so
long as a portion thereof are outstanding, in any ensuing year,
less the amount on deposit in the Reserve Account at the time that
the amount of said sum is determined. Thereafter, but commencing
not later than a date to be established by a subsequent resolution
enacted prior to the issuance of the Certificates, the City shall
withdraw from the Revenue Fund and transmit to the trustee for
deposit in the Reserve Account one twelfth (1/12) of one sixth
(1/6) of the difference between the maximum amount of principal
and interest becoming due on the Certificates and the aggregate
amount of the initial deposits made into the Reserve Account, as
provided above. No further payments shall be required to be made
into the Reserve Account as long as there shall remain on deposit
therein an :amount equal to the greatest amount of principal and
interest becoming due and payable on the Certificates and on the
1965 Certificates, so long as a portion thereof are outstanding,
in any. ensuing fiscal year.
Any withdrawals from the Reserve Account shall be
subsequently restored 'from the first moneys available in the
Revenue Fund after all required current payments for the Operation
' and Maintenance Fund, Sinking Fund and Reserve Account, including
all deficiencies for prior payments, have been made in full.
Moneys in the Reserve Account shall be used only for the
purpose of the payment of maturing principal of or interest on the
Certificates when the other moneys in the Sinking Fund are insuffi-
cient therefor, and for no other purpose.
I -25- ' RESOLUTION NO. 81-76
PAGE 25 OF 39 PGS.
,
• MICROFILMED 1-18-83
The City shall not be required to make any further
payments into the Sinking Fund or into the Reserve Account when
the aggregate amount of moneys in both the .Sinking Fund and the
Reserve Account are at least equal to the aggregate principal
ii amount of Certificates and on the 1965 Certificates then out-
standing, plus the amount of interest then due or thereafter to
become due on such Certificates and on the 1965 Certificates then
outstanding.
(4) The City shall next withdraw from the Revenue Fund
I and transmit to the trustee for deposit into a separate account to
be known as the "Renewal and Replacement Fund," which fund was
established by the 1965 Resolution, the monthly sum of $1,000.00.
No further payments shall be required to be made into such Renewal
and Replacement Fund when there shall have been deposited therein,
and as long as there shall remain therein; the sum of $100,000.00.
In the event the consulting engineers deem it necessary and
desirable, the monthly payments into such Renewal and Replacement
Fund shall be increased in accordance with the written recommenda-
tion of such consulting 'engineers.
The moneys in such Renewal and Replacement Fund shall be
used only for the purpose of paying the cost of extensions,
enlargements or additions to or the replacement of capital assets
of the system and emergency repairs thereto. Such moneys on
deposit in such fund shall also be used to implement the Reserve
Account, if necessary, in order to prevent a default in the
payment of the principal of and interest on the Certificates. The
[-1
moneys in such fund shall be withdrawn only upon the authorization
of the City Council and the consulting engineer.
(5) The balance of any revenues in the Revenue Fund,
after the above required current payments have been made (includ-
ing all payments required for the outstanding portion of the 1965
Certificates and for any additional parity obligations issued
pursuant to this Resolution) , may be used by the City for .any
lawful purpose by the City Council.
(6) Whenever by reason of the insufficiency of moneys
on deposit in the Revenue Fund the required monthly payments
-26- RESOLUTION N0. 81-76
PAGE 26 OF 39 PGS .
1 ,
MICROFILMED 1.18.83
i .
. cannot be promptly made into the Sinking Fund, the Reserve Account
and the Renewal and Replacement Fund, the City shall forthwith
withdraw from the Utilities Tax Fund and transmit to the trustee
whatever sum shall be necessary to cure such existing deficit. If
the moneys on deposit in the Utilities Tax Fund are insufficient
to cure such deficit, the City shall forthwith withdraw from the
Franchise Tax Fund and transmit to the trustee whatever amount
shall be necessary to cure such existing deficit. If, however,
all of the above required current payments have been made into the
Sinking Fund, the Reserve Account and the Renewal and Replacement
Fund, the City may use the balance of moneys on deposit in,the
Utilities Tax Fund for any lawful purpose.
(7) . The Revenue Fund, the Operation and Maintenance
Fund, the Sinking Fund, the Reserve Account, the Renewal and
Replacement Fund and all other special funds established, main-
tained,
and created by this Resolution and the 1965 Resolution
shall constitute trust funds for the purposes provided herein for
such funds. All such funds shall be continuously secured in the
same manner as state and municipal deposits are required to be
secured by the Laws of the State of Florida. Moneys in the
Sinking Fund, the Reserve Account and the Renewal and Replacement
Fund may be invested by the City in direct obligations of the
United States of America or in time deposits in banks or trust
companies; provided, however, that such investments of the moneys
in the Sinking Fund shall mature not later than fifteen (15) days
prior to the date on which such moneys will be needed to meet the
[i] purposes for which such moneys are held. The investment of moneys
in the Reserve Account and the Renewal and Replacement Fund shall
f mature not later than ten (10) years from the date of purchase.
Moneys in the Revenue Fund, the Utilities Tax Fund, the
Franchise Tax Fund, and the Operation and Maintenance Fund shall
not be invested at any time. Any and all income received from
such investments shall be deposited into the Revenue Fund.
C. LEVY OF EXCISE TAXES AND NO REPEAL. The City will not
repeal the ordinance now in effect levying the excise taxes and
.
will not amend or modify said ordinances in any manner so as to
RESOLUTION .NO. 81-76
-27- PAGE 27 OF 39 PGS.
•
MICROFILMED 1-18.83
impair or adversely affect the power and obligations of the City
to levy and collect such excise taxes or impair or adversely
j affect in any manner the pledge of such excise taxes made herein
or the rights of the holders of the Certificates. The City shall
be unconditionally and irrevocably obligated, so long as any of
the Certificates or the 1965 Certificates or the interest on
either are outstanding and unpaid, to levy and collect such excise
(-1
taxes, at the maximum rates permitted by law, to the extent
necessary to pay the principal of and interest on said Certifi-
cates
and 1965 Certificates and to make the other payments pro-
,
vided for herein. This provision shall not be construed to
prevent reasonable revisions of rates of such excise taxes as long
as the proceeds of such excise taxes to be collected by the City
in each year thereafter will be sufficient to pay the principal of
and interest on the Certificates and the outstanding portion of
the 1965 Certificates becoming due'and to make all Sinking Fund,
Reserve and other payments required by this Resolution and the
1965 Resolution in such year.
The City has full power to irrevocably pledge such excise
taxes to the payment of the principal of and interest on the
Certificates, and the pledging of said excise taxes in the manner
provided herein shall not be subject to repeal, modification, or
impairment by any subsequent ordinance, resolution, or other
proceedings of the governing body of the City or by any subsequent
act of the Legislature of Florida.
The pledge of the excise taxes made in this Resolution shall
[1/! be for the benefit of any additional bonds payable on a parity
with the Certificates from the proceeds of the excise taxes to the
same extent as if such additional parity certificates had .been
originally issued pursuant to this Resolution.
D. MAINTENANCE AND OPERATION. The City will maintain the
system and all parts thereof in good condition and will operate
the same in an efficient and economical manner, making such
expenditures for equipment and for renewals, repairs and replace-
ments as may be proper for the economical operation and mainte-
nance thereof.
-28- RESOLUTION NO. 81-76
PAGE 28 OF 39 PGS .
MICROFILMED 1.18.83
E. RATES AND CHARGES. The City will enact a rate
ordinance and thereby will fix, establish and maintain such rates
and will collect such fees, rentals or other charges for the
services and facilities of the system and revise the same from
time to time, whenever necessary, or upon the recommendation of
the consulting engineers, as will always provide revenues suffi-
j cient to pay the operation expenses of the system and, together
[I] it with the excise taxes herein pledged, 125% of the maximum annual
debt service requirements on the outstanding Certificates and 1965
Certificates. Such rates, fees, rentals or other charges shall
not be reduced so as to be insufficient to provide revenues for
such purposes.
F. BOOKS AND RECORDS. The City shall also keep the books
and records of the net revenues of the system and books and
records of the collection of the excise taxes, hereinabove de-
scribed,
scribed, which such books and records shall be kept separate and
apart from all other books, records and accounts of the City and
any holder of a Certificate or Certificates shall have the right •
at all reasonable times to inspect all records, accounts and data
of the City relating thereto.
The City shall also, at least once a year, within 60 days
after the close of the fiscal year, cause the books, records and
accounts relating to the system and to the excise taxes to be
properly audited by a recognized firm of certified public ac-
countants and shall mail, upon request, and make generally avail-
able,
the report of such audits to any holder or holders of
t° Certificates. Such audits shall contain a complete report of
operations of the system, including, but not limited to, a compari-
son with the current municipal budget and with the operations of
the previous years, the balance sheet, a schedule of insurance in .
existence, a schedule of the application of all revenues of the
system, a schedule of the application of all proceeds of the
excise taxes, a schedule of reserves and investments and a certifi-
cate by the auditors stating no default on the part of the City of
any covenant herein has been disclosed by reason of such audit. A
copy of such annual audit, together with monthly operating state-
RESOLUTION NO. 81,.76
-29-
PAGE 29 OF 39 PGS.
5 MICROFILMED 1.18.83
' ments of the system, shall regularly be furnished to William R..
Hough and Company, St. Petersburg, Florida. Monthly reports are
to be received by William R. Hough and Company during construction
as well.
G. NO SALE OR MORTGAGE. The City will not sell, mortgage,
lease or otherwise dispose of property essential to the proper
operation of the system until after all the Certificates, and the
interest due thereon, shall have been paid in full; except that
any of the property comprising a part of the system which-has
become obsolete or has deteriorated so that the same is useless
may be sold or disposed of by the City upon the written approval
of the consulting engineers.
H. INSURANCE. For so long as any of the Certificates are
outstanding, the City will carry adequate fire and windstorm
insurance on all buildings and structures of the works and prop-
erties of the system which are subject to loss through fire or
windstorm, will carry adequate public liability insurance, and
will otherwise carry insurance of all kinds and in the amounts
normally carried in the operation of similar facilities and
properties in Florida. Any such insurance shall be carried for
the benefit of the holders of the Certificates. All moneys
received for losses under any of such insurance, except public
liability, are hereby pledged by the City as security for the
Certificates herein authorized, until and unless such proceeds are
used to remedy the loss or damage for which such proceeds are
received, either by repairing the property damaged or replacing
{ the property destroyed within ninety (90) days from the receipt of
such proceeds.
II I. COMPLETION OF PROJECT. The City will complete the
construction of the project as provided for in this Resolution in
an economical and efficient manner with all practicable dispatch,
and thereafter will maintain said system in good condition and
continuously operate the same in an efficient manner and at a
reasonable cost.
J. NO FREE SERVICES. The City will not render or cause to
be rendered any free services of any nature by its system, nor
-30- • RESOLUTION NO. 81-76
PAGE 30 OF 39 PGS.
1 •
M ICROF I LMED 1-18.83
will any preferential rates be established for users of the same
class; the City, including its departments, agencies and instru-
mentalities,
shall avail itself of the facilities or services
provided by said system, or any part thereof, and the same rates,
fees or charges applicable to other customers receiving like
services under similar circumstances shall be charged to the City
and any such department, agency or instrumentality. Such charges
[I] shall be paid as they accrue, and the City shall transfer from its
general funds sufficient sums to pay such charges. The revenues
so received shall be deemed to be revenues derived from the
operation of the system, and shall be' deposited and accounted for
in the same manner as other revenues derived from such operation
of the system.
K. FAILURE TO PAY FOR SERVICES. Upon failure of any user
} to pay for services rendered within sixty (60) days, the City
shall shut off or cause to be shut off the connection of such user
and shall not furnish him or permit him to receive from the system
further service until all obligations owed by him to the City on
account of services shall.have been paid in full. This covenant
shall not, however, prevent the City from causing any system
connection to be shut off sooner. If such sewer service is shut
off, as aforesaid,. then before such service shall be restored, the
user thereof shall pay .a reinstatement fee in an amount not less
than the cost to the City of the cut off. and such reinstatement.
L. ENFORCEMENT OF COLLECTION. The. City will diligently
enforce and collect or cause to be collected the rates, fees and
other charges for the use of the services or facilities of the
system and the excise taxes herein pledged; will
prosecute and
,0 take all steps, actions and proceedings for the enforcement and
collection of such rates, charges, fees and excise taxes as shall
become delinquent to the full extent permitted by the Charter or
authorized by law; and will maintain accurate records with respect
thereof. All such fees; rates, charges, revenues and excise taxes
RESOLUTION NO. 81-76 --•
-31- PAGE 31 OF 39 PGS.
MICROFILMED 1-18.83
herein pledged shall, as collected, be held in trust to be applied
as provided in this Resolution and not otherwise.
1 M. REMEDIES. Any holder of the Certificates or any
coupons appertaining thereto, issued under the provisions of this
!
i
Resolution or any trustee acting for the holders of such Certifi-
cates may either at law or in equity, by suit, action, mandamus or
other proceedings in any court of competent jurisdiction, protect
{li and enforce any and all rights, including the right to the appoint-
i
ment of a receiver, existing under the Laws of the State of
Florida, or granted and contained in this Resolution, and may
I
enforce and compel the performance of all duties required by this
Resolution or by any applicable statutes to be performed by the
City or by any officer thereof, including the collection of excise •
taxes..
Nothing herein, however, shall be construed to grant to any
holder of such Certificates any lien on any real property of the
City.
N. ANNUAL BUDGET. The City shall annually, at least
forty-five (45) days preceding each of its fiscal years, prepare
and adopt by resolution of its governing body, a detailed budget
of theestimatedexpenditures for operation and maintenance of the
system during such next succeeding fiscal year. No expenditures
•
for the operation and maintenance of the .system shall be made in
any fiscal year in excess of the amounts provided therefor in such
budget without a written finding and recommendation -by the general
manager of suchsystem or other duly authorized officer in charge
r-] thereof, which finding and recommendation shall state in detail
the purpose of and necessity for such increased expenditures for
the operation and maintenance of said system and no such increased
expenditures shall be made until the governing body of the City
shall have approved such finding and recommendation by a resolu-
tion duly adopted. No such increased expenditures in excess of
ten per centum (10%) of the amount provided therefor in such
budget shall in any event be made except upon the further certifi-
cation of the consulting engineers that such increased expendi-
tures are necessary and essential to the continuance in operation
of such system. The City shall mail copies of such annual budgets
-32- RESOLUTION NO. 81-76
PAGE 32 OF 39 PGS .
MICROFILMED 1-18-83
and all resolutions authorizing increased expenditures for opera-
tion and maintenance to William R. Hough and Company, St.
Petersburg, Florida and to any holder or holders of Certificates
who shall file his or their address with the City and request in
writing that copies of all such budgets and resolutions be fur-
1
• nished him or them and shall make available such budgets and all
resolutions authorizing increased expenditures for operation and
I maintenance of the system at all reasonable times to any holder or
I
holders of Certificates, or anyone acting for and in behalf of
i such holder or holders.
0. ISSUANCE OF OTHER OBLIGATIONS. The City will not issue
any other obligations, except under the conditions and in the
manner provided herein, payable from the revenues of the system or
from excise taxes, nor voluntarily create or cause to be created
any debt, lien, pledge, assignment, encumbrance or other charge
having priority to or being on a parity with the lien of the
Certificates issued pursuant to this Resolution and the interest
thereon, upon said revenues or excise taxes. Any other obliga-
tions issued by the City, in addition to the Certificates author-
ized
by this Resolution or additional parity obligations provided
for in Section 24P, payable from said revenues and excise taxes,
shall contain an express statement that such obligations are
junior and subordinate in all respects to the Certificates issued
pursuant to this Resolution as to lien on and source and security
for payment from said revenues and said excise taxes.
P. ADDITIONAL PARITY CERTIFICATES. The City reserves the
right to issue additional certificates payable from and secured by
a pledge of the net revenues of the system and the proceeds of the
excise taxes on a parity with the Certificates subject to the
.following conditions and provisions:
1. (a) Such additional parity bonds shall be issued solely
for the purpose of paying the cost of the acquisition and construc-
• tion of additions, extensions, improvements and repairs to the
system.
(b) There shall first have been obtained and filed with
the City Clerk a certificate of an independent certified public
RESOLUTION NO. 81-76
-33- PAGE 33 .0F 3 9 PGS:
MICROFILMED 1-18-83
accountant of suitable experience and responsibility stating: (i)
that the books and records of the City relating to the system and
to the collection and receipt of the excise taxes have been
audited by him; (ii) setting forth the annual net revenues of the
system and the proceeds of the excise taxes for each of the two
fiscal years immediately preceding the date of the issuance of the
proposed parity certificates with respect to which suchhich such ce1) ris .made; and (iii) that the annual amount of the sum of such
net revenues of the system and the proceeds of the excise taxes
for each of the two immediately preceding fiscal years shall equal
not less than 150% of the maximum combined annual principal and
interest requirements which will become due in any year there-
after, on all outstanding Certificates and all additional parity
certificates, if any, then outstanding and on the additional
parity certificates with respect to which such certificate is
made; and
2. The parity certificates to be issued shall mature on
February 1 of each year, commencing not sooner than one year after
completion of the project to be financed by the issuance of such
certificates, and the interest thereon shall be payable semi-
annually
on February 1 and August 1 of each year; and
3. The City shall not be in default in complying with any
of the covenants and obligations assumed under this Resolution and
all payments required by this Resolution to be made into the funds
and accounts, established hereunder, shall have been made to the
full extent required; and
[I] 4. Prior to the issuance of any additional parity
certificates hereunder, the City shall at least six months prior
to the authorization thereof notify William R. Hough and Company,
St. Petersburg, Florida of its intention in this regard; and
5. The resolution authorizing the issuance of such
additional parity certificates shall provide that the interest
a able therein
P during g the period of construction of the project
to be financed by the issuance of such certificates shall be
payable out of a portion of the proceeds derived from the sale
thereof; and
RESOLUTION NO. 81-76
-34- PAGE 34 OF 39 PGS.
! „ .
MICROFILMED 1.18.83
!
6. In determining the amount of net revenues for the
I purposes of the above paragraphs, the Consulting Engineers may
i
. I adjust net revenues by adding thereto the following:
(a) The net revenues (computed for such facility on the
1 ,
same basis as net revenues are computed for the system) of any
sewer system which the City might have constructed or acquired
I
previous to the issuance of such additional parity certificates or
[1/ which the City shall be acquiring from proceeds of such additional
parity certificates, and which, in the case of the acquisition
thereof, has been operating for a part of the same base period or
periods.
(b) In the event a •change has been made in the rate
: schedules for services from the system prior to the issuance of
I
I
1 the proposed additional parity certificates for a part of the same ,
1
Ibase period or periods and such change has resulted in an increase
i
I in net revenues, seventy-five per cent (75%) of an estimate made
I
1 by such Consulting Engineers of such additional net revenues for
1
, the same base period or periods.
1
1
(c) Seventy-five per cent (75%) of the average annual
I net revenues which the Consulting Engineers estimate will be
I received solely from the additions, extensions, and improvements
to the system.
I
R. SUPERINTENDENT OF PUBLIC WORKS. The Superintendent of
Public Works, as required by the City Charter, shall be responsi-
ble for the operation and maintenance of the system. The City
I will require all employees and all persons who may have possession
I
(—Iof money derived from the operation of the system to be covered by
Li I
a fidelity bond written by a responsible indemnity company in
reasonable amounts adequate to protect the City from loss.
S. NO COMPETING SYSTEM. To the full extent permitted by
I law, the City will not grant, cause, consent to, or allow the
I granting of any franchise or permit to any person, firm, corpora-
tion or body, agency or instrumentality whatsoever, for the
furnishing of sewer service to or within the City.
T. CONSULTING ENGINEERS. The City shall employ qualified
i
1
consulting engineers, of national reputation, in an advisory
!
RESOLUTION NO. 81,36
-35- PAGE 35 OF 39 PGS
I
. . .
- -
. .
1 .
. ,
I MICROFILMED 1-18-83
•
, . t
1 .
1
capacity to inspect, the system annually and make reports and
recommendations with respect thereto, with respect to any proposed
changes in the schedule of rates, fees and charges and concerning
1
I the operation, maintenance, replacements, property additions and
I
I improvements thereto. Upon request of any holder of Certificates,
a copy of each such annual report shall be mailed postage prepaid
to such holder, a copy thereof shall remain on file with the City
. 1
[j]
' I Clerk for public inspection and a copy shall be mailed to William
R. Hough and Company, St. Petersburg, Florida.
SECTION 25. APPLICATION OF CERTIFICATES PROCEEDS. From the
moneys received from the sale of any or all of the Certificates
Ioriginally authorized and issued pursuant to this Resolution the
1
I
I following amounts shall be first deducted and deposited as fol-
i •
i lows:
A. There shall first be set aside a sum equal to all costs
1
I relating to the issuance of the Certificates, including but not
_ .
1 limited to financial, legal and administrative costs and fees.
1 B. If the City has issued the Notes in anticipation of the
1 •
issuance of the Certificates, and if the entire principal and
I
1
1 interest thereon has not been paid from other legally available
moneys, then a sum equal to the amount necessary to pay the unpaid
principal of and interest accrued on the Notes shall be set aside
for payment of such principal and interest.
C. An amount equal to the interest accrued or to accrue on
said Certificates prior to the date of delivery shall be deposited
in the Sinking .Fund and used to pay interest on the Certificates.
D. The sum described in Section 24B(3) shall be transmitted
1 to the trustee for deposit in the Reserve Account.
[l]
E. The remaining moneys derived from the sale of such
Certificates shall be deposited by the City in a special bank
account to be known as the "Sewer System Construction Fund,"
(hereinafter referred to as the "Construction Fund") , which is
hereby created. Such fund shall be kept separate and apart from
all other accounts of the City and shall be withdrawn, used and
applied by the City solely to the payment of the cost of con-
struction of improvements to the system of the City, purposes
RESOLUTION NO. 81-76
PAGE 36 OF 39 PGS.
-36-
1
_ . _ : ___
-- —
. 1 ,
1 , .
i . .
, . MICROFILMED 1.18-83
l ' • ,
1 incidental thereto, and for no other purposes whatsoever. If for
any reason such proceeds, or any part thereof, are not necessary
1
I for, or are not applied to, such purposes, then such unapplied
I
. 1 proceeds shall be deposited by the City in the Reserve Account.
1 All such proceeds shall be and constitute a trust fund for such
I
purposes and there is hereby created a lien upon such moneys,
1 until so applied, in favor of the holders of the Certificates.
I
[i]
i Any funds on deposit in the Construction Fund which in the
1 opinion of the City Council acting upon the recommendation of the
Consulting Engineer are not immediately necessary for expenditure,
as hereinabove provided, may be invested in direct obligations of
I
the United States of America maturing as recommended by the
Consulting Engineer. All such securities shall be held by the
depository bank and all income derived therefrom shall be depos-
ited in the Sinking Fund herein provided for.
,
' Immediately prior to the delivery of the Certificates to the
purchasers thereof, the City shall enter into a written agreement
I
with the depository bank for said Construction Fund, which said
1 agreement shall provide that all expenditures or disbursements
from said Construction Fund shall be made only after such expendi-
tures or disbursements shall have been approved in writing by the
Consulting Engineer and the City Treasurer. The date of comple-
I
tion of the project shall be determined by the Consulting Engineer
I
I who will certify such facts in writing to the City Council.
. SECTION 26. MODIFICATION AND AMENDMENT. No material
I
Imodification or amendment of this Resolution or of any resolution
amendatory hereof or supplemental hereto, may be made without the
[I]
consent in writing of the holders of two-thirds or more in prin-
cipal amount of the Certificates then outstanding, provided,
I ,
however, that no modification or amendment shall permit a change
in the maturity of such Certificates or a reduction in the rate of
, .
interest thereon, or in the amount of the principal obligation or
, 1 affecting the unconditional promise of the City to levy and
I collect such rates, fees and charges, and said excise taxes, as
herein provided, or to pay the principal of and interest on the
Certificates as the same shall become due from the revenues of the
!
RESOLUTION W. 81—. 76 —
-37- PAGE 37 OF 39 PGS .
, ____
I • MICROFILMED 1-18-83
Y. .
system and said excise taxes, or reduce such percentage of holders
of such Certificates, required above, for such modifications or
amendments, without the consent of the holders of all of such
1 Certificates.
SECTION 27. SEVERABILITY OF INVALID PROVISIONS. If any one
i or more of the covenants, agreements or provisions of this Reso-
lution should be held contrary to any express provision of law or
[I/ contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements or
provisions shall be null and void and shall be deemed separate
!
from the remaining covenants, agreements or provisions, and in no way,
affect the validity of all the other provisions of this Resolution
1 or of the Certificates or coupons issued thereunder.
SECTION 28. VALIDATION AUTHORIZED. Joseph W. Scott, Esquire
•
is hereby authorized and directed to institute appropriate proceed-
ings in the Circuit Court of the Ninth Judicial Circuit of
Florida, in and for Brevard County, Florida, for .the validation of
the Certificates authorized herein.
SECTION 29. SUBSTITUTION OF FRANCHISE TAX. The City
hereby covenants with the holders of the Certificates that, in the
event it shall acquire the electric power and distribution facili-
ties of the Florida Power and Light Company within the City,
pursuant to the provisions of the ordinance enacted August 28,
1962, or otherwise, or An the event it shall acquire, construct or
! operate an electric power and distribution system of the Florida
Power and Light Company, and the franchise tax is not available to .
the City .to make the payments therefrom required pursuant to the
provisions of this Ordinance, the City will make payment from the
net revenues first available to it from the operation of any such
electric power and distribution system so owed, acquired, con-
structed or operated by it of the amounts required to be paid from
the franchise taxes pursuant to the provisions of this Resolution.
The City further covenants that if it should enter into an
electric franchise agreement with any company other than Florida
RESOLUTION NO. 81-76 _
PAGE 38 OF 39 PGS.
_ _
• 4 MICROFILMED 148-83
1 , ,
1
f
i
Power and Light Company for the privilege of operating and main-
taining electric light and power facilities in the City, that it
will pledge, and the city hereby pledges, the proceeds of the
I
franchise tax connected therewith, to the payment of the principal
I
of and interest on the Certificates. The City will dispose of the
new franchise tax in the same manner as provided herein for the
current franchise tax.
SECTION 30. RENEWAL OF ELECTRIC FRANCHISE. The City
U hereby covenants with the holders of the Certificates that it will
not supplement or renew the electric franchise agreement with the I
! ,
Florida Power and Light Company except and unless the rate of the -;
--4
i franchise tax and the terms and conditions of such agreement are f.,..
I as favorable to the City as the same are provided in the present ,...,..
1 N -
'tt
agreement. /
1
1 SECTION 31. EFFECTIVE DATE, This Resolution shall become ,1
effective upon the final adoption thereof.
ADOPTED by the City Council of the City of Cape Canaveral,
Florida, on this 19 day of November , 1981 .
•.
c7 ...__
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4,.Augtli
'' 4pq,frzi':?.40;tv' 44:1
Name Yes No
-'9.! .„ 0 . ,
,-!,,, • . --- f 4, Mur? Calvpert X
"-NPIVAi910.-''-
hy X f
A.Ai 1,-',
,* - Nicholas X
Approved as to form: Rutherford X
U i
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. . 4
RESOLUTION NO. 81-76 ---
PAGE 39 OF 39 PGS .
i -39-
MICROFILMED 1-18.83
CONTRACT OF PURCHASE
DATE:
City of Cape Canaveral
Gentlemen:
(the "Note Purchaser" ) , has been
advised that the City of Cape Canaveral (the "City" ) has
authorized, by Resolution. , dated November , 1981
(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 "Certificates" ) issued by the City
in 1965 (the "1965 Certificates" ) and the issuance of $2, 000, 000
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 Certificates are
to be payable solely from and secured by a lien -upon and pledge of
the net revenues derived from the operation of the system and from
the proceeds of the excise taxes as described in the Resolution. ,.:
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 Bond Purchaser offers to purchase the Notes at a
negotiated sale at the price and on the terms and conditions set
forth herein. If the provisions hereof are acceptable to you,
your execution and delivery hereof to the undersigned shall
constitute an agreement to sell the Notes to the undersigned as
provided in the following sections hereof.
Section 1 . The City willissue the Notes in the aggregate
principal amount of $2, 000, 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
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 semi-annually on the first day of
, 1982 and the first day of each and
ATTACHMENT TO
EXHIBIT Z RESOLUTION NO. 81-76
•
MICROFILMED 1.18.83.
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 eighteen 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 eighteen 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 redeemable at any time after six months
following the date thereof for a sum equal to 100.25 percent of
the principal then outstanding on the Notes plus all accrued and
unpaid interest on the Notes and is redeemable after one year from
the date of the Notes for the total amount of principal and
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
, or such other place as is mutually
satisfactory to the Issuer and the Note Purchaser, against payment
in immediately available funds.
(3) Delivery of the Note will be made on or before
December , 1981 or such later date as may be agreed upon by
the Issuer 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 Note as herein provided,
-2-
RESOLUTION NO. 81-76
MICROFILMED
1 18.83
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 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
circumstances; the Note Purchaser has had the opportunity to ask
questions of, and receive answers from, officers of the City
concerning the property comprising the system, the business and
financial condition of the City, and to obtain such other
information as the Note Purchaser deemed necessary to verify the
accuracy of the information referred to above and that the Note
Purchaser has relied solely upon its independent investigation in
making a decision to purchase the Notes;
(D) the Note Purchaser has knowledge. and experience in
financial and business matters and is capable of evaluating the
merits and and risks of its investment inthe Notes and that it
can bear the economic risk of its investment in the Notes; and
(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 NotePurchaser is not a bond house, broker or
other intermediary, and it is purchasing the Notes as an
investment for its own account and/or for the account of
affiliated banks under common control with Note Purchaser and not
with a present view to a resale or other distribution to the
public. The City may rely on this representation in the
certification required by section 103 (c) of the Internal Revenue
Code of 1954, as amended, and the regulations promulgated
thereunder. In the event that the Note Purchaser proposes to
resell or otherwise 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.
-3-
RESOLUTION NO. 81-76
•
MICROFILMED 1.18-83 •
(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.
(H) the Note Purchaser recognizes that the Certificates
in anticipation of which the Notes are to be issued have not been
validated pursuant to Chapter 75, Florida Statutes, and
understands that if a judgment validating the Certificates is not
rendered, then the authority of the City to issue the Notes may be
adversely affected thereby.
Respectfully submitted,
FIRST BANKERS CORPORATION
•
By:
Vice President
Accepted:
•
Attest: CITY OF CAPE CANAVERAL
By:
City Clerk Mayor
•
-4-
RESOLUTION NO. 81-76