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HomeMy WebLinkAboutResolution No. 1981-78 ' A t om:1 h '~ MICROFILMED 1.18-83 RESOLUTION NO. 81-78 A RESOLUTION FURTHER AUTHORIZING THE ISSUANCE OF $2, 000, 000 SANITARY SEWER REVENUE CERTIFICATE ANTICIPATION NOTES IN ANTICIPATION OF THE ISSUANCE OF $2, 500, 000 SANITARY SEWER REVENUE CERTIFICATES; PROVIDING ADDITIONAL PROVISIONS WITH REGARD TO INVESTMENT OF THE CONSTRUCTION FUND CREATED BY RESOLUTION 81-76 OF THE CITY; AMENDING CERTAIN OTHER PROVISIONS OF THAT RESOLUTION AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CAPE rTh CANAVERAL, FLORIDA, that: C SECTION 1. This Resolution is adopted pursuant to the provisions of Chapter 159, Part 1, and Chapter 166,. Florida Statutes, and other applicable provisions of law. SECTION 2 . It .is hereby found and determined as follows, that: A. The City of Cape Canaveral, Florida (the "City" ) , owns, operates and maintains a sanitary sewer system (hereinafter sometimes referred to as the "system" ) . B. The City has, by a Resolution dated November 19, 1981 (the "Resolution" ). authorized the issuance of $2, 500, 000 Sanitary Sewer Revenue Certificates (the "Certificates" ) and $2, 000, 000 Sanitary Sewer Revenue Certificate Anticipation Notes (the' "Notes" ) . C. The City wishes to provide for an alternate and supplemental method of investing the funds in the Sewer System Construction Fund established by the Resolution and to make cer- tain other changes to the Resolution. SECTION 3 . Paragraph B of Section 2 of the Resolution is amended to read as follows: B. 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 acquisi- tion and construction of such system, and `in 1966, the City adopted Resolution 66-60 (the "1966 . Resolution" ) to finance the completion of such construction (the "1966 Certificates" ) . SECTION 4. Paragraph E of Section .2 of the Resolution is amended to read as follows : E. The City, pursuant to non-emergency Ordinance No. 64.10, enacted April 28, 1964, and amended on t i 1 MICROFILMED 1-18-83 7 ' I i • 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 I tax" ) . Pursuant to the provisions of Ordinance No. 5-62 enacted August 28, 1962, the City entered into. i an agreement with the Florida Power and Light i Company granting to the latter an electric fran- 1 chise for a period of thirty years for the privi- 1 lege of operating and maintaining electric light I and power facilities in the City. In return for I such privilege the Florida Power and Light Company I has agreed to pay a continuing franchise tax to the 0 ' City (the "franchise tax" ) (the utilities tax and the franchise tax are collectively referred to as the "excise taxes" ) . The proceeds of the excise I 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 1 1 with respect to the 1965 Certificates as described and provided in the 1965 Resolution and as security 1 for payment of the principal of and interest on the 1 1966 Certificates as provided in the 1966 Resolu- tion. Further, the loan in the amount of I $110, 000.00 from the United National Bank author- ized by Resolution No. 81-21 is secured by the , proceeds of the franchise tax. I SECTION 5. A paragraph 0 to Section 3 of the Resolution shall be added which shall read as follows: ! I O. "1966 Certificates" shall mean the $250, 000 Sanitary Sewer Revenue Certificates issued by the City pursuant to Resolution No. 66-60. ; i SECTION 6. The form of Note contained in Section 17 of the Resolution is amended to the form attached as Exhibit I to this Resolution. SECTION 7. The first paragraph of Section 13 of the Resolution is amended to read as follows: SECTION 13 . AUTHORIZATION OF NOTES. In anticipation of the issuance of the Certificates, . _., Li 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 author- ized to be issued herein, the revenues of the i system and the proceeds of the excise taxes as i described herein, which lien upon the revenues of 1 the system and proceeds of the excise taxes shall ; be junior and subordinate in all respects with that of the Certificates, the 1965 Certificates, and the 1 1966 Certificates, as to lien on, source, and 1 security for payment from such revenues and pro- ceeds. The lien as to the franchise tax shall also be subordinate to the lien of United National Bank with regard to its loan of $110, 000 to the City pursuant to Resolution 81-21. -2- , . N a MICROFILMED 1-18-83 SECTION 8. Subsection (b) of Section 18 of the Resolution is amended to read as follows: (b) An amount which, together with accrued interest, shall equal all interest becoming due and payable on the Notes during the first year they are outstanding, shall be deposited in the Sinking Fund for the Notes and shall be used only to pay inter- est on the Notes as it becomes due. 11] ; R/ SECTION 9. The reference to section 25C in section 18(c) of ' the Resolution should be changed to refer to section 25E. 1 SECTION 10. The depository bank as described in the Resolution shall be the bank named in the depository agreement 'y` attached hereto as Exhibit II , and the Mayor and the City Clerk are authorized and directed to date and execute the depository agreement with such changes, corrections, insertions and deletions ,. as may be approved by the depository bank, the Mayor and the City Clerk. SECTION 11. THE SEWER SYSTEM CONSTRUCTION FUND. Prior to the time that the Certificates are issued, any funds of deposit in the Sewer System Construction Fund which are not immediately necessary for expenditure as provided in the Resolution may be invested in certificates of deposit of any bank or trust company authorized to do business in the United States of America, in addition or as an alternative to investment in direct obligations of the United States, all maturing as recommended by the Consult- ing Engineer. SECTION 12 . REPEAL OF INCONSISTENT PROVISIONS. The Resolution shall remain in full force and effect, except to the extent that it is inconsistent herewith. All prior resolutions or parts of resolutions inconsistent with this resolution are hereby { amended and superseded by this resolution, but only to the extent of any--,such inconsistency. EFFECTIVE DATE. This resolution shall take cf; ecbflmmediately. ri*tivv'•tar; t; �, �jWPassed3a ,��j,radopted this 11 dayof December, 1981. l�a . .Ati,y,g1 f �ilt�lr�►'L moi. ' f WceR 3 17(3r Yes No Io Calvert X Nicholas Yes No i 'y • orney Harris Rutherford Murphy 5 • f • �• ., . • MICROFILMED . .1.18=83 NO. $ • _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 to or registered assigns, as herein provided, on the day of , 1983, from the revenues hereinafter mentioned, the principal sum of • with interest thereon, payable semi-annually on the first day of- - June, 1982 and the first day of each December and June, there- after, at the rate of ten and one-half per centum (10-1/2%) per annum. Both principal of and interest on this Note are payable in any coin or currency which on the respective dates of payment of the same is legal tender for the payment 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 heretofore adopted by the Authority on the 19th day of November, 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: accruei ..a .id:-unpaid- oxi the Nate -at the tit«e 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 EXHIBIT . RESOLUTION NO. 81-78 PAGE 1 OF 4 • •MICROFILMED' 1-18-83 • certain extensions, pursuant to and subject to the terms and • conditions of the Resolution, specifically authorizing the issu- ance of the Notes. The issuance of this Note has been approved 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 City will be obligated to issue a sufficient amount of the definitive Certificates to pay the principal and interest on this Note, unless both the principal and interest are .paid from other legally available moneys. The principal of and interest on this Note will also be payable from and constitute a lien upon and a pledge of the revenues ' of the system and the excise taxes as defined in the Resolution, which lien is junior and subordinate in all respects to the outstanding portion of the City' s $1, 350,000 Sanitary Sewer • Revenue Certificates dated February 1, 1965 (hereinafter called the "1965 Certificates" ) and said definitive Certificates as to lien on and source and security for payment from said revenues and excise taxes. This Note does not constitute an indebtedness of the City of • Cape Canaveral, of Brevard County, of the State of Florida, or any • other political subdivision thereof, within the meaning of any constitutional or statutory provision or limitation, and it is expressly agreed by the holders of this Note that such holders shall never have the right, directly or indirectly, to require or compel the exercise of the taxing power of the City, for the payment of this Note or the making of any sinking fund, reserve or other payments provided for in the Resolution. It is further agreed .between the City and the holder of this Note that this Note and the obligation evidenced thereby shall not constitute a lien upon the property of the City or any part 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 other charges for services and facilities of such system so as to always provide revenue sufficient to pay the cost of operating and maintaining the system,. . and; together with the proceeds of the excise taxes, 125% of the largest amount of principal of and interest on the Certificates in anticipation of which this Note is issued and of the outstanding portion of the . 1965 Certificates becoming due in any succeeding year and all reserve or other payments provided for in the 1965 Resolution and the Resolution, and all other obligations payable on a parity therewith, and that such rates, fees or other charges shall not be reduced so as to be insufficient to provide revenues for such purposes. The City has entered into certain further covenants with the holders of this ATTACHMENT TO -2- RESOLUTION NO. 81-78 PAGE 2 OF 4 • • • MICROFILMED °1-18-:83 ••• . • Note, the Certificates in anticipation of which this Note is issued, and of the 1965 Certificates for the terms of which reference is made to the Resolution and the 1965 Resolution. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to. and in the issuance of this Note, exist, have hap- pened and have been performed in regular and due form and time as required by the Constitution and Laws of the State of Florida and the laws and regulations of such State and of the United States of America applicable thereto, and that the issuance of this Note does not violate any constitutional or statutory limitation. This Note may be registered as to both principal and interest in accordance with the provisions endorsed hereon. • ' This Note has all the qualities and incidents of a negotiable instrument under the Uniform Commercial Code--Investment Securi- • ties of the State of Florida. • 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 and a facsimile of its corporate seal to be affixed hereto Or imprinted hereon, all as of the 14th day • . of December, 1981. CITY OF CAPE CANAVERAL • By: . Mayor (SEAL) • ATTESTED AND COUNTERSIGNED: • • • City Clerk •. • ATTACHMENT TO RESOLUTION NO. 81-78 PAGE. 3 OF 4 • • -3- • 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 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 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 • • • ATTACHMENT TO • RESOLUTION NO. 81-78 • PAGE 4 OF. 4 • • • -4- 1 .O_ `� • f AGREEMENT • This Agreement dated the 14th day of December, 1981 is between the City of Cape Canaveral, Florida, a municipal corpora- tion (the "City" ) and The First Bankers of Florida, N.A. (the "Bank" ) . In consideration of the mutual promises contained in this instrument, the parties agree as follows: • 1 . The City has authorized the issuance of its $2,000, 000. 00 1981 Sanitary Sewer Revenue Certificate Anticipation Notes (the "Notes" ) pursuant to resolutions dated November 19, 1981 and December 11,1981 (collectively, the "Resolutions" ) . 2. The Resolutions require the City to establish a Sewer System Construction Fund (1981 Sanitary Sewer Revenue Certificate Anticipation Notes) (hereinafter the "Fund" ) with a depository bank. 3 . The Bank wishes to . serve as the depository bank for the Fund. 4. The Bank shall serve as depository bank for the Fund. 5. The Bank shall pay out moneys from the Fund only after any expenditures or disbursements therefrom shall have been • approved in writing by the Consulting Engineer for the project which is to be funded by the Notes and by the City Treasurer. 6. The Fund shall otherwise be administered in accordance with the applicable rules and regulations of the Bank. • 7. The City agrees to pay the Bank for such services in accordance with the Bank' s regular fee schedule. In Witness Whereof, the parties have executed this Agreement as of the day and year first above written. . CITY OF CAPE CANAVERAL BY c/k )‘, � 1 i-yor l • • ATTACHMENT TO EXHIBIT..II RESOLUTION NO. 81-78 PAGE 1 OF 2. • . . �. • F Attest: (SEAL) Clerk THE FIRST BANKERS OF FLORIDA, N.A. ?iw.d ipu�ut ATTACHMENT TO EXHIBIT II RESOLUTION NO. 81-78 PAGE 2 OF .2