Agenda Item 6A - Resolution 14-07C ITY OF ATLANTIC BEACH
C ITY COMM ISS ION MEETING
STAFF REJ>ORT
AGENDA ITI~M # 611
AUCUST 11,20 14
AGENDA ITEM: RESOLUTION NO. 14-07
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
ATLANTIC BEACH, FLORIDA; SUPPLEMENTING ORDINANCE
NO. 15-14-14; AUTHORIZING THE ISSUANCE OF A NOT
EXCEEDING $14,000,000 UTILITIES SYSTEM REVENUE
REFUNDING BOND, SERIES 2014; AUTHORIZING AWARD OF
THE BONDS TO TD BANK, N.A. FOLLOWING SOLICITATION OF
COMPETITIVE PROPOSALS; AND PROVIDING AN EFFECTIVE
DATE.
SUBMITTED BY: Ne lson VanLiere, City Manager
DATE: Jul y 18,20 14
BACKGROUND : The City's f inancial Adv isor, Dunl ap and As soc iates, has determ ined it is
an a d va nt a~co u s time to re fu nd a ll or t he City 's outsta nd ing deb t, oth er th an the two S tate
Revolvin g h111J (SRP) loa ns. T he y anti c ip ate that th e Cit y w ill achieve debt s~rv i ce sav ings of
approx im ately $1,4 15,000 thr ough refundin g the current deb t and obta inin g new debt at an
inte rest rate around 2.33%. Thi s is a 9.5% sav ing s to th e Cit y and lowe rs our debt service by
a bout $145 ,000 per yea r thr oug h 10/01/2025. The fin a l int erest rate will be set three (3) bu sin ess
days pri or to the antt cipated c los ing date of August I 2, 20 14.
The refund ed de bt will be lega ll y defcased up on th e iss ua nce of the new in debted ness. /\n
esc row account wi ll be crea ted wit h We ll s Fargo , acting as the City's Esc row Agent, to ho ld th e
proceeds of the n ew ind e bted ness. The proceeds wi ll be in ves ted unti l the da te th e refund ed
bonds arc red eemed.
The City may o nl y in cm deb t by ordin ance per the City 's Charter. Subject and pursua nt to the
prov isions of the su pp le mentin g Ordinan ce No. J 5-14-I 4 and thi s re solution , the C ity is
a ut ho ri zed to in c ur a Loan and to iss ue the Bo nd i n ev idence thereof, up on stt bstantia lly the
term s of th e Lo an Ag reeme nt atta ched hereto as Ex hibit C. All of th e terms and covena nt !:i
co nt ain ed in th e Lo an Ag reement arc incorpo rated here in by referen ce. The Bo nd Ordinan ce and
th e Loan Agreement, upon the fundi ng of th e Loa n and the iss uance of the Bond, sha ll con stit ut e
a co ntract between the City and the Le nd er.
RECOMMENDATION:
A TT ACJ-1 M ENTS:
Approve Re so luti on No . I 4-07 and au th ori ze the Mayor
and Ci ty Man ager to sign all re lated docume nts where
approp riate for each to s ign.
Reso luti on No. 14-0 7 and Ex hibit s
.
REVIEWED BY CITY MANAG E R : ~t/'--2_~
AGENDA ITEM # 6A
AUGUST 11, 2014
RESOLUTION NO. 14-07
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
ATLANTIC BEACH, FLORIDA; SUPPLEMENTING ORDINANCE
NO. 15-14-14; AUTHORIZING THE ISSUANCE OF A NOT
EXCEEDING $14,000,000 UTILITIES SYSTEM REVENUE
REFUNDING BOND, SERIES 2014; AUTHORIZING AWARD OF
THE BONDS TO TD BANK, N.A. FOLLOWING SOLICITATION
OF COMPETITIVE PROPOSALS; AND PROVIDING AN
EFFECTIVE DATE.
DRAFT
7/16/14
WHEREAS, the City Commission of the City of Atlantic Beach, Florida (the
"City") has determined to refinance certain Refunded Bonds of the City and has
enacted Ordinance No. 15-14-14 (the "Ordinance") for such purpose; and;
WHEREAS, the City has received competitive proposals from area financial
institutions and has received a recommendation of its financial advisor to accept the
proposal of TD Bank, N.A. (the "Bank") as in the best interest of the City;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF ATLANTIC BEACH, FLORIDA:
Section 1. AUTHORITY FOR THIS RESOLUTION. This resolution is
adopted pursuant to the provisions of the Act, as defined in the Loan Agreement, and
is supplemental to the Ordinance.
Section 2. DEFINITIONS. All terms m this resolution shall have the
meanings as defined in the Loan Agreement.
Section 3. SALE OF BOND.
(A) Findings. The City reaffirms its prior findings that in accordance
with the provisions of Part III, Chapter 218, Florida Statutes, a negotiated sale of the
Bond is in the best interest of the City because of the flexibility available in
structuring the Bond and its terms.
(B) The City has solicited proposals for purchase of the Bond from
area commercial banks and has determined that the proposal of the Bank, set forth
by letter dated June 9, 2014 and attached hereto as Exhibit B, is the best proposal.
Following evaluation of the responses received and negotiation with the offeror of the
proposal most advantageous to the City, the City hereby authorizes and sells the
Bond to the Bank, upon the marketing terms of the Bond, including but not limited to
interest rate, interest payment dates, maturity dates and amounts, and terms of
prepayment, as set forth in the revised form of Loan Agreement attached hereto as
Exhibit C, with such modifications to the terms of the Loan Agreement as are set forth
therein. The Bond shall be issued in substantially the form set forth in Exhibit A to
the Loan Agreement.
00362197-3
AGENDA ITEM# 6A
AUGUST 11, 2014
Section 4. NECESSARY ACTION. The Mayor, the City Manager, the City
Clerk, the City Attorney and Bond Counsel are authorized and directed to execute and
deliver the Loan Agreement and the Bond substantially in the form attached as
Exhibit A to the Loan Agreement, upon payment of the purchase price without further
authority from the City Commission. The Mayor, City Manager, City Clerk, City
Attorney and Bond Counsel are authorized and directed to execute and deliver the
Escrow Deposit Agreement in substantially the form attached hereto as Exhibit E.
Said officials are also designated as the agents of the City in connection with the
issuance and delivery of the Bond and are authorized and empowered to take all
actions and steps to execute and deliver any and all instruments, documents or
contracts on behalf of the City which are necessary or desirable in connection with
the execution and delivery of the Loan Agreement, the Escrow Deposit Agreement and
the Bond, and which are not inconsistent with the terms and provisions of the
Ordinance, this Resolution the Loan Agreement, and the Escrow Deposit Agreement.
Section 5. EFFECTIVE DATE. This resolution shall take effect immediately
upon its adoption.
PASSED AND ADOPTED by the City Commission of the City of Atlantic Beach,
Florida at a regular meeting duly called and held this 11th day of August, 2014.
Approved as to form, sufficiency
And correctness:
By:
Richard C. Komando, Esq.
Kopelousos, Bradley & Garrison
1279 Kingsley Avenue, Suite 118
Orange Park, FL 32073-4604
City Attorney
ATTEST:
By: ____________________________ __
00362197-3
Donna L. Bartle
City Clerk
2
CITY OF ATLANTIC BEACH, FLORIDA
By: ________________________ __
Carolyn Woods
Mayor
00362197-3
Exhibit A -Timetable
EXHIBITS
TO
RESOLUTION
Exhibit B-June 9, 2014 Letter ofTD Bank, N.A.
Exhibit C-Loan Agreement
Exhibit D-Bond Debt Service and Escrow Requirements
Exhibit E-Escrow Deposit Agreement
AGENDA ITEM# 6A
AUGUST 11, 2014
Exhibit A
Timetable
00362197-3
AGENDA ITEM# 6A
AUGUST 11, 2014
City of Atlantic Beach
7/22/14
AGENDA ITEM # 6A
AUGUST 11, 2014
$14,000,000* Utilities System Revenue Refunding Bond, Series 2014
Date Event
05/02/14 Circulate 1st Draft Bank RFP to Working Group
05/07/14 1st Draft Bank RFP Comments Due
05/09/14 Circulate 2nd Draft Bank RFP to Working Group
05/15/14 2nd Draft Bank RFP Comments Due
05/23/14 Distribute Bank RFP
06/09/14 Bank Responses Due
06/10/14 Summary of Bank Responses and Recommendation
06/13/14 Items Due for Agenda Package for Meeting on July 14, 2014
07/14/14 City Commission Meeting-First Reading of Bond Ordinance
07/18/14 Items due for Agenda Package for Meeting on August 11, 2014
08/11/14 City Commission Meeting-Second Reading of Bond Ordinance
Pre-Closing
08/12/14 Closing
Note: City Commission meets the second Monday of each month
*Preliminary
Legend
Responsible Party
FA
ALL
FA
City/BC
FA
City/FA
FA
ALL
City/BC/FA
ALL
ALL
ALL
ALL
City -City of Atlantic Beach, Florida
BC-Bond Counsel-Lewis, Longman & Walker, PA
FA-Financial Advisor-Dunlap & Associates, Inc.
Bank-TO Bank
Exhibit B
June 9, 2014 Letter ofTD Bank, N.A. ·
00362197-3
AGENDA ITEM # 6A
AUGUST 11, 2014
Bank
June 9, 2014
Ms. Jeri Benjamin
Deputy Finance Director
City of Atlantic Beach, FL
800 Seminole Rd
Atlantic Beach, FL 32233
RE: Non Bank Qualified, Tax Exempt Bank Term Loan
Dear Ms. Benjamin:
TD Bank, N.A,
9715 Gate Parkway N.
Jacksonville, FL 32246
AGENDA ITEM # 6A
AUGUST 11,2014
In response to your request to refund the City's Series 2004 Bonds, Series 2010A-1 Bonds, and Series 2010B
Bonds we are pleased to provide you the following response to your request for proposals.
The Bank's Loan Proposal is subject to formal credit approval and written acceptance by Borrower prior to 3:00 pm
eastern standard time on August 12, 2014 and is contingent upon a Loan Closing with mutually acceptable
documents. The structure of the proposed Credit Accommodation(s) is outlined in the attached term sheet(s) which
provides a statement of suggested terms, but under no circumstance shall" such statement be construed as a
complete summarization of terms necessary for consummation of the proposed Credit Accommodation. PLEASE
NOTE THIS PROPOSAL IS SUBJECT TO FORMAL CREDIT REVIEW AND UNDERWRITING IN ACCORDANCE
WITH THE BANK'S INTERNAL POLICY AND NOTHING HEREIN SHALL CONSTITUTE A BINDING
COMMITMENT TO LEND. Further, we expressly advise you that TO Bank, N.A. (the "Bank") has not approved the
Credit Accommodations. The Bank shall not be liable to the Company or any other person for any losses, damages
or consequential damages which may result from the Company's reliance upon this proposal letter or the proposed
Credit Accommodations, the proposed term sheet(s) or any transaction contemplated hereby.
This letter is delivered to you on the condition that its existence and its contents will not be disclosed without our
prior written approval, except (i) as may be required to be disclosed in any legal proceeding or as may otherwise be
required by law and on a confidential and "need to know" basis, to your directors, officers, employees, advisors and
agents.
We appreciate this opportunity and are delighted to provide this Loan Proposal. We look forward to working with
you to successfully complete this transaction. My contact information is noted above.
Very truly yours,
TO BANK, N.A.
By~
Coley nes
Vice President
1
AGENDA ITEM# 6A
AUGUST 11, 2014
Exhibit A to June 9,,2014 Letter of TD Bank, N.A.
TD Bank, N.A. ("BANK")
TERMS AND CONDITIONS OF CREDIT ACCOMMODATION Dated 6/9/2014
("Loan")
THIS IS-A STATEMENT OF TERMS AND CONDITIONS AND NOT A COMMITMENT TO LEND, ALL CREDIT
ACCOMMODATIONS ARE SUBJECT TO FORMAL CREDIT UNDERWRITING AND APPROVAL.
1. Proposed Bank Loans' Terms & Structure:
Borrower:
Facility Amount:
Facility Type:
Purpose of Facility:
Maturity Date:
Interest Rate:
City of Atlantic Beach, FL
Up To $14,000,000
Non-Bank Qualified Tax-Exempt Bank Term Loan
To p1rovide available funds of up to $14,000,000, as
needed, to the City to refund all senior debt currently
outstanding under the City's Series 2004 Bonds, Series
2010A-1 Bonds, and Series 2010B Bonds.
October 1, 2025.
·Non-Bank Qualified Tax Exempt Indicative Fixed Rate as
of June 9, 2014.
Option 1: The Non-Bank Qualified, Tax Exempt loan
shall bear interest at an indicative fixed per annum rate
equal to 2.33% on the basis of a 30-day month and a
360-day year.
The actual interest rate shall be set three business days
prior to Closing using the greater of the formula below:
70% of the 10 year LIB OR swap rate plus 43bps.
Option 2: The Non-Bank Qualified, Tax Exempt loan
shlall bear interest at an indicative fixed per annum rate
equal to 2.56% on the basis of a 30-day month and a
360-day year.
The actual interest rate shall be set three business days
prior to Closing using the greater of the formula below:
70% of the 10 year LIBOR swap rate plus 66bps.
Repayment Terms:
Default Rate of Interest:
Late Charges:
Prepayment Premium:
AGENDA ITEM# 6A
AUGUST 11, 2014
The Bank will also make available the option to lock-in
the above quoted loan rate for the Borrower through the
expected transaction closing, which is subject to the
Borrower executing the Bank's Rate Lock Agreement.
A premium of 12 basis points will be added to the quoted
rate in order to hold the stated rate through the expected
closing date of Aug. 18, 2014.
Principal and Interest-Interest will be paid semi-annually
beginning on April 1, 2015 through October 1, 2025:
Principal will be paid annually beginning October 1, 2015
through October 1, 2025.
The "default rate of interest" shall be six (6) percentage
points in excess of the rate of interest charged prior to the
occurrence of the event of default.
If any payment due the Bank is more than fifteen (15)
days overdue, a late charge of six percent (6%) of the
overdue payment shall be assessed.
Option 1: At the time of any full or partial prepayment, a
fee equal. to the greater of (i) 1.00% of the principal
balance being prepaid multiplied by the "Remaining
Term," as hereinafter defined, in years or (ii) a "Yield
Maintenance Fee" in an amount computed as follows:
The current cost of funds, specifically the bond equivalent
yield for United States Treasury securities (bills on a
discounted basis shall be converted to a bond equivalent
yield) with a maturity date closest to the "Remaining
Term", shall be subtracted from the Note rate, or default
rate if applicable. If the .result is zero or a negative
number, there shall be no Yield Maintenance Fee due
and payable. If the result is a positive number, then the
resulting percentage shall be multiplied by the scheduled
outstanding principal balance for each remaining monthly
period of the "Remaining Term." Each resulting amount
shall be divided by 360 and multiplied by the number of
days in the monthly period. Said amounts shall be
reduced to present values calculated by using the above
reference current costs of funds divided by 12. The
resulting sum of present values shall be the yield
maintenance fee due to the Bank upon prepayment of the
principal of the loan plus any accrued interest due as of
the prepayment date.
"Remaining Term" as used herein shall mean the shorter
of (i) the remaining term of this Note, or (ii) the remaining
·term of the then current fixed interest rate period.
Option 2: No prepayment premium.
2
2. Fees and Expenses:
No Bank Fee-Waived.
AGENDA ITEM# 6A
AUGUST 11, 2014
The Borrower is responsible for Bank Counsel Fees for the review of the loan documentation which will be
prepared by the Borrower's Counsel. Bank Counsel Fees shall not to exceed 6,000.
3. Security:
Payment of the Series 2014 Bond shall be secured by a lien upon and pledge of the Net Revenues of the
combined and consolidated water and sewer system (the "System"), the System Development Charges (such
System Development Charges or impact fees are defined as Capital Facilities Charges in the various
ordinances of the City authorizing the issuance of bonds), the moneys on deposit in the funds and accounts
created by the Ordinance, the Investment Earnings and the Special Assessments, all as defined in the
Ordinance.
4. Legal Opinions:
Prior to closing, there shall be delivered to the Bank an opinion of Bond Counsel acceptable to the Bank
covering matters customary for a transaction of this type and nature and which shall, without limitation, opine
that: (1) the Borrower is duly formed; (2) all loan documents have been validly authorized and executed by
and on behalf of the Borrower, if any; (3) all loan documents are valid, binding,. enforceable in accordance
with their terms and do not violate any legal requirements, including without limitation, organizational
documents, laws and material agreements; and (4) Facility is Non Bank Qualified and Tax Exempt.
5. Financial Reporting:
The Borrower shall furnish the following financial reports:
Type of Reports
Financial Statements
Audited
Approved Budget
Covenant Compliance
Certificate ·
Frequency
Annually
Annually·
Annually
6. Rate Covenant I Additional Bonds Test:
Rate Covenant:
Due Date
270 days after end of fiscal year.
60 days after completion and
approval
270 days after completion of
fiscal year.
Net Revenues to provide a minimum of a) 110% coverage of the annual debt service requirement for all
funded debt paid in the year tested and b) 100% of the reserve account & the renewal and replacement fund.
To be tested annually.
3
Additional Bonds:
AGENDA ITEM # 6A
AUGUST 11, 2014
Prior to the issuance of any parity bonds Net Revenues to provide a minimum a) 110% coverage of the
maximum annual debt service requirement on all debt and b) 100% of the reserve account & the renewal and
replacement fund inclusive of consideration for the new debt. Net Revenues to be tested off the most recent
fiscal year exclusive of"transfers from the Rate Stabilization fund:
7. Other Conditions:
a) The Loan will be issued on parity and cross defaulted as applicable with the other similarly pledged revenue
b) Standard gross up language with respect to changes in Corporate Tax Rate or Tax Status of the loan.
c) No Material Adverse Change to the Borrower
d) Periodic loan payments shall be settled via auto debit
e) The implementation of certain terms, conditions, covenants or other non-material changes to the proposed
Credit Accommodation required as part of the Bank's formal credit approval shall be deemed an approval in
substantially the form outlined in this proposed Credit Accommodation. ·
f) All legal matters and documentation to be executed in connection with the contemplated proposed Credit
Accommodation shall be satisfactory in form and substance to the Bank and counsel to the Bank.
g) The Bank shall not be required to enter into the proposed Credit Accommodation until the completion of all
due diligence inquiries, receipt of approvals from all requisite parties and the execution and receipt of all
necessary documentation reasonably acceptable to the Bank and its counsel. The Bank complies with the US
Patriot Act of 2001 (the "Act"), including, but not limited to; those sections relating to customer identification,
monitoring and reporting of suspicious activities, and the prevention of money laundering. This Act mandates
that we verify certain information about the borrower and any guarantor while processing the Credit
Accommodation request. Furthermore, certain assumptions are made for this proposal which, if altered, could
affect the overall credit approval and or the terms of the proposed Credit Accommodation
h) All Standard terms and conditions for a loan of this type including but not limited to acceleration as a remedy
for an event of default.
4
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Bond, Series 2014
APPENDIX
REQUEST FOR PROPOSAL
$14,000,000*
CITY OF ATLANTIC BEACH, FLORIDA
AGENDA ITEM# 6A
AUGUST 11,2014
UTILITIES SYSTEM REVENUE REFUNDING BOND, SERIES 2014
1. Name & Address of Proposer: _--_(,___,D""""--------"\?: __ )!J""':.x._"-Q-f-J}{~-.-------
9:t iS (~Ate, t5ct-r kw&!4 f\:J.
(.11r ~<,en111\le ) EL 5-:Lz.0L((4·
.2. Contact Person of Proposer:
Title:
Phone#:
Fax#:
3. Expenses to be paid by City:
4. Interest Rate: D\>~ I ~C). B). ~o ;Q"' J.Sia
· () t' ;Q piu~ L.bbps
Formula: Opb~o !·"' -:tOl. 0~ lOW?.-H~IS" l2irl¥>'-'f0. ~-l-fe pb~ 43bp5.. f'+1 00
v v ~ . ' ~ (\ j . j C n I \;;tb S 'R Interest Rate Held Until: <J:>±t\'Ji -~ h 1.'1 lc~ Q..gAe l..u!·-kX. 8 ) ~ 1<..{ ·or <\orc~ · P
'
Breakage Fee Penalty for fmward rates, if any: ____!t\J~A::L_ __ _
Signature of Proposer
Date
I I
*Estimated Not-to-Exceed Amount
10
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Bond, Series 2014
SWORN STATEMENT UNDER SECTION 287.133 (3) (A)
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
AGENDA ITEM# 6A
AUGUST 11, 2014
This form must be signed in the presence of a Notary Public or other Officer authorized to administer
· oaths.
(P{ij}name of the Public Entity.)
by: C.O\e.u\ ~G ne.)
(Print indi.Ji.&ual's name and title.)
for: l 0 B(M) k.
(Print name of Entity submitting sworn statement.)
whose business address is:
and, if applicable, its Federal Employer Identification Number (FEIN) is
bto~+o it.! Ba-J
(If the Entity has no FEIN, please include the Social Security
Number of the individual signing this sworn statement):
2. I understand that a "public entity crime" as defined in Paragraph 287.133 (1) (g), Florida Statutes, means a
violation of any state or federal law by a person with respect to and directly related to the transaction of
business with any public entity or with an agency or political subdivision of any other state or of the United
States, including but not limited to, any bid or contract for goods or services to be provided to any public
entity or an agency or political subdivision of any other state or of the United States and involving antitrust,
fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation.
3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133 (1) (b), Florida Statutes,
means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in
any federal or state trial court of recor-d relating to charges brought by indictment or information after July
1, 1989, as a result of a jury verdict, non-jury trial, or entry of a plea of guilty or nolo contendere.
4. I understand that an "affiliate" as defined in Paragraph 287.133 (1) (a), Florida Statutes, means:
a) A predecessor or successor of a person convicted of a public entity crime; or,
b) An entity under the control of any natural person who is active in the management of the entity and who
has been convicted of a public entity crime. The term "affiliate" includes those officers, directors,
executives, partners, shareholders, employees, members, and agents who are active in the management
of an affiliate. The ownership by one person of shares constituting a controlling interest in another person,
or a pooling of equipment or income among persons when not for fair market value under an arm's length
agreement, shall be a prima facie case that one person controls another person. A person who knowingly
enters into a joint venture with a person who has been convicted of a public entity crime in Florida during
the preceding 36 months shall be considered an affiliate.
11
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Bond, Series 2014
AGENDA ITEM # 6A
AUGUST 11, 2014
5. I understand that a "person" as defined in Paragraph 287.133 (1) (e), Florida Statutes, means any natural
person or entity organized under the laws of any state or of the United States with the legal power to enter
into a binding contract and which bids or applies to bid on contracts for the provision of goods or services
let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The
term "person" includes those officers, directors, executives, partners, shareholders, employees, members,
and agents who are active in management of an entity.
6. Based on information and belief, the statement which I have marked below is true in relation to the entity
submitting this sworn statement. (Please indicate which statement applies.)
/ Neither the entity submitting this sworn statement, nor any officers, directors, executives, partners,
shareholders, employees, members, or agents who are active in management of the entity, nor any
affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1,
1989.
--,-----The entity submitting this sworn statement, or one or more of its officers, directors, executives,
partners, shareholders, employees, members, or agents who are active in the management of the entity,
or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July
1, 1989.
___ The entity submitting this sworn statement, or one or more of its officers, directors, executives,
partners, shareholders, employees, members, or agents who are active in the management of the entity,
or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July
1, 1989. However, there has been a subsequ_ent proceeding before a Hearing Officer of the State of
Florida, Division of Administrative Hearings, and the Final Order entered by the Hearing Officer determined
that it was not in the public interest to place the entity submitting this sworn statement on the convicted
vendor list. (Please attach a copy of the final order.)
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR
THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH ONE (1) ABOVE IS FOR THAT PUBLIC ENTITY
ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN
WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY
PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN
SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE
INF N CONTAINED IN THIS FORM.
STATE OF r1 Oc,'cJ e-.
COUNTY OF _b_,J~tA'-'-'_v:__:_et::.ol ___ ---,-_______ _
PERSONALLY APPEARED BEFORE ME, the undersigned authority, Oo I e h J o nc-S
first being sworn by me, affixed his/her signature in (Name of individual signing.)
the space provided above on this _Y_:_ __ day of __ J_V._f'l_~ ____ , 2014
NOTARY PUBLIC l\-,ereS.<. A· Wh,Tc. My commission expires:
A\.A1.1~, J D l {.,
12
who, after
Exhibit C
Loan Agreement
00362197-3
AGENDA ITEM# 6A
AUGUST 11, 2014
LOAN AGREEMENT
DRAFT
JULY 16,2014
AGENDA ITEM# 6A
AUGUST 11, 2014
This LOAN AGREEMENT is made and entered into as of August 12, 2014, and is by and
between the CITY OF ATLANTIC BEACH, FLORIDA, a municipal corporation created and existing
under the laws of the State of Florida, and its successors and assigns (the "Issuer"), and TD
BANK, N.A., a national banking association, and its successors and assigns, as holder(s) of the
hereinafter defined Note (the "Lender").
The parties hereto, intending to be legally bound hereby and in consideration of the
mutual covenants hereinafter contained, DO HEREBY AGREE as follows:
ARTICLE I
DEFINITION OF TERMS
Section 1.01 Definitions. The words and terms used in capitalized form in this
Agreement shall have the meanings as set forth in the recitals above and the following words
and terms as used in this Agreement shall have the following meanings:
"Act" means Chapter 166, Florida Statutes, the Ordinance, and other applicable
provisions of law.
"Agreement" means this Agreement and any and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"Bond" means the Issuer's Utilities System Revenue Refunding Bond, Series 2014,
issuable in the denomination of a single Bond of$ principal amount in the form
attached hereto as Exhibit A.
"Bond Counsel" means any attorney at law or firm of attorneys retained by the Issuer, of
nationally recognized experience in matters pertaining to the validity of, and exclusion from
gross income for federal income tax purposes of interest on, the obligations of states and their
political subdivisions.
"Bond Year" means the annual period beginning on the first day of October of each year
and ending on the last day of the succeeding September.
"Business Day" means any day except any Saturday or Sunday or day on which the
Principal Office of the Lender is lawfully closed.
"City Manager" means the City Manager of the Issuer.
"Code" means the Internal Revenue Code of 1986, as amended, and applicable
corresponding provisions of any future laws of the United States of America relating to federal
income taxation, and except as otherwise provided herein or required by the context thereof,
includes interpretations thereof contained or set forth in the applicable regulations of the
00352137-2
AGENDA ITEM# 6A
AUGUST 11, 2014
Department of Treasury (including applicable final regulations, temporary regulations and
proposed regulations), the applicable rulings of the Internal Reven·ue Service (including
published Revenue Rulings and private letter rulings), and applicable court rulings.
"Escrow Agent" means Wells Fargo Bank, N.A., and its successors and assigns.
"Escrow Deposit Agreement" means the Escrow Deposit Agreement dated as of August
12, 2014, between the Issuer and the Escrow Agent related to the refunding of the Refunded
Bonds.
"Event of Default" means an event of default specified in Article VI of this Agreement.
"Fiscal Year" means the period commencing on October 1 of each year and ending on
the succeeding September 30, or such other period of twelve consecutive months as may
hereafter be designated as the fiscal year of the Issuer by general law.
"Loan" means the loan by the Lender to the Issuer contemplated hereby.
"Loan Amount" means$ ________ _
"Loan Documents" means this Agreement, the Bond and the Escrow Deposit
Agreement.
"Mayor" means the Mayor or, in his or her absence or inability to perform, the Mayor
Pro Tern of the Issuer.
"Notice Address" means,
As to the Issuer:
As to the Lender:
Deputy Finance Director
City of Atlantic Beach, FL
860 Seminole Road
Atlantic Beach, FL 32233
Email address: jbenjamin@coab.us
TD Bank, N.A.
9715 Gate Parkway North
Jacksonville, FL 32246
Attn: Coley Jones
Email address: coley.jones@td.com
or to such other address (or email address for electronic communications) as either party may
have specified in writing to the other using the procedures specified in Section 7.06.
"Ordinance" means, collectively, Ordinance No. 15-95-7 enacted by the City Commission
of the Issuer on November 13, 1995, as supplemented by Ordinance No. 15-96-8, enacted on
March 11, 1996, and further supplemented by Ordinance No. 15-14-14, enacted on August 11,
00352137-2 2
AGENDA ITEM# 6A
AUGUST 11, 2014
2014, and any ordinance and resolution amendatory thereof or supplemental thereto.
"Person" means an individual, corporation, partnership, association, joint stock
company, joint venture, trust, limited liability company, unincorporated organization or other
judicial entity.
"Pledged Revenues" means (a) the Net Revenues; (b) the Capital Facilities Charges; (c)
the moneys on deposit in the Funds and Accounts; (d) the Investment Earnings, and (e) the
Special Assessments, all as defined in the Ordinance.
"Principal Office" means, with respect to the Lender, the office located at 9715 Gate
Parkway North, Jacksonville, Florida 32246, or such other office as the Lender may designate to
the Issuer in writing.
"Refunded Bonds" means the Issuer's outstanding Utilities System Revenue Refunding
Bonds, Series 2004, Utilities System Revenue Bonds, Series 2010A-1, and Utilities System
Revenue Refunding Bonds, Series 2010B.
"Sinking Fund" means the Utilities System Revenue Refunding Bond, Series 2014, Sinking
Fund established by the Ordinance from which the Issuer shall make payments of the principal
of, interest on and any redemption or prepayment premiums with respect to the Bond.
"State" means the State of Florida.
Section 1.02 Titles and Headings. The titles and headings of the articles and sections of
this Agreement have been inserted for convenience of reference only and are not to be
considered a part hereof, shall not in any way modify or restrict any of the terms and provisions
hereof, and shall not be considered or given any effect in construing this Agreement or any
provision hereof or in ascertaining intent, if any question of intent should arise.
ARTICLE II
REPRESENTATIONS OF ISSUER
The Issuer represents and warrants to the Lender, which representations and warranties
shall be deemed made on the date hereof, that:
Section 2.01 Powers of Issuer. The Issuer is a municipal corporation, duly organized and
validly existing under the laws of the State. The Issuer has the power under the Act to adopt the
Ordinance, to borrow the Loan Amount provided for in this Agreement, to execute and deliver
the Loan Documents, to secure this Agreement and the Bond in the manner contemplated
hereby and to perform and observe all the terms and conditions of the Loan Documents on its
part to be performed and observed and to carry out and consummate all other transactions
contemplated hereby. The Issuer may lawfully borrow funds hereunder in order to provide
funds to refund the Refunded Bonds and to pay costs of issuance of the Loan and the Bond.
00352137-2 3
AGENDA ITEM# 6A
AUGUST 11, 2014
Section 2.02 Authorization of Loan. The Issuer had, has, or will have on the date of the
Bond and at all relevant times, full legal right, power and authority to execute and deliver the
Loan Documents, to issue the Bond, and to carry out and consummate all other transactions
contemplated hereby, and the Issuer has complied and will comply with all provisions of
applicable law in all material matters relating to such transactions. The Issuer has duly
authorized the borrowing of the Loan Amount provided for in this Agreement, the execution
and delivery of this Agreement, and the issuance and delivery of the Bond to the Lender, and to
that end the Issuer warrants that it wilt subject to the terms hereof and of the Bond, take all
action and do all things which it is authorized by law to take and to do in order to fulfill all
covenants on its part to be performed and to provide for and to assure payment of the Bond.
The Bond has been duly authorized, executed, issued and delivered to the Lender and
constitutes the legat valid and binding obligation of the Issuer enforceable in accordance with
the terms thereof and the terms hereof, and is entitled to the benefits and security of this
Agreement, subject to the provisions of the bankruptcy laws of the United States of America
and to other applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting creditors' rights, heretofore or hereinafter enacted, to the extent
constitutionally applicable, and provided that its enforcement may also be subject to equitable
principles that may affect remedies or other equitable relief, or to the exercise of judicial
discretion in appropriate cases. All approvals, consents, and orders of and filings with any
governmental authority or agency which would constitute a condition precedent to the
issuance of the Bond or the execution and delivery of or the performance by the Issuer of its
obligations under this Agreement and the Bond have been obtained or made and any consents,
approvals, and orde(s to be received or filings so made are in full force and effect.
NOTWITHSTANDING THE FOREGOING, HOWEVER, OR ANYTHING ELSE HEREIN OR IN THE BOND
TO THE CONTRARY, NEITHER THIS AGREEMENT NOR THE BOND SHALL CONSTITUTE A GENERAL
OBLIGATION OR A PLEDGE OF THE FAITH AND CREDIT OF THE ISSUER, THE STATE OF FLORIDA
OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL,
LEGISLATIVE OR CHARTER PROVISION OR LIMITATION, BUT SHALL BE PAYABLE SOLELY FROM
THE PLEDGED REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED HEREIN AND IN THE
ORDINANCE. No holder or owner of the Bond shall ever have the right, directly or indirectly, to
require or compel the exercise of the ad valorem taxing power of the Issuer or any other
political subdivision of the State of Florida or taxation in any form on any real or personal
property for any purpose, including, without limitation, for the payment of debt service with
respect thereto, or to maintain or continue any activities of the Issuer which generate user
service charges, regulatory fees or other non-ad valorem revenues, nor shall any holder or
owner of the Bond be entitled to payment of such principal and interest from any other funds
of the Issuer other than the Pledged Revenues, all in the manner and to the extent herein and
in the Ordinance provided.
Section 2.03 Ordinance. The Ordinance has been duly enacted by the Issuer, is in full
force and effect and has not been amended, altered, repealed or revoked in any way. The
terms and covenants of the Ordinance, except Article V, Section 5.04 thereof, relating to
continuing disclosure, are incorporated by reference herein and shall apply to the Loan for the
benefit of the Lender as fully as if set forth herein; provided, however, that no amendment or
00352137-2 4
AGENDA ITEM # 6A
AUGUST 11, 2014
modification of the Ordinance or any waiver of compliance therewith shall constitute an
amendment, modification or waiver of any provision thereof or incorporated herein unless the
Lender shall have received from the Issuer written notification of such amendment,
modification or waiver and agreed in writing to such amendment modification or waiver.
Pursuant to the Ordinance, the City has the right to establish separate Reserve Accounts for
different series of bonds issued thereunder. The City elects to establish a separate Reserve
Account for the Bond and the Lender hereby waives the requirement that a separate Reserve
Account for the Bond be funded.
The Bank hereby consents to the requirement for the Renewal and Replacement Fund
to be set at $250,000.
Section 2.04 No Violation of Law or Contract. The Issuer is not in default in any material
respect under any agreement or other instrument to which it is a party or by which it may be
bound, the breach of which could result in a material and adverse impact on the financial
condition of the Issuer or the ability of the Issuer to perform its obligations hereunder and
under the Bond. The making and performing by the Issuer of this Agreement and the Bond will
not violate any applicable provision of law, and will not result in a material breach of any of the
terms of any agreement or instrument to which the Issuer is a party or by which the Issuer is
bound, the breach of which could result in a material and adverse impact on the financial
condition of the Issuer or the ability of the Issuer to perform its obligations hereunder and
under the Bond.
Section 2.05 Pending or Threatened Litigation. Except as has been disclosed to the
Lender in writing, there are no actions or proceedings pending against the Issuer or affecting
the Issuer or, to the knowledge of the Issuer, threatened, which, either in any case or in the
aggregate, might result in any material adverse change in the financial condition of the Issuer,
or which questions the validity of this Agreement or the Bond or of any action taken or to be
taken in connection with the transactions contemplated hereby or thereby.
Section 2.06 Financial Information. The financial information regarding the Issuer
furnished to the Lender by the Issuer in connection with the Loan is complete and accurate, and
there has been no material and adverse change in the financial condition of the Issuer from that
presented in such information.
ARTICLE Ill
COVENANTS OF THE ISSUER
Section 3.01 Affirmative and Negative Covenants. For so long as any of the principal
amount of or interest or any redemption or prepayment premium on the Bond is outstanding
or any duty or obligation of the Issuer hereunder or under the Bond remains unpaid or
unperformed, the Issuer covenants to the Lender as follows:
Payment. The Issuer shall pay the principal of and the interest or any redemption
00352137-2 5
AGENDA ITEM# 6A
AUGUST 11, 2014
or prepayment premium on the Bond and any other amounts due and payable under this
Agreement or the Bond at the time and place and in the manner provided herein and in the
Bond .
.®. Use of Proceeds. Proceeds from the Bond will be used only to (i) deposit funds
under the Escrow Deposit Agreement to refund the Refunded Bonds, and (ii) to pay closing
costs of the Loan and costs of issuance of the Bond.
(Q2 Maintenance of Existence. The Issuer will take all reasonable legal action within
its control in order to maintain its existence until all amounts due and owing from the Issuer to
the Lender under this Agreement and the Bond have been paid in full.
@ Records. The Issuer agrees that any and all records of the Issuer with respect to
the Loan shall be open to inspection by the Lender or its representatives at all reasonable times
and after receipt by the Issuer of reasonable notice from the Lender at the offices the Issuer .
.W Financial Statements and Budget. The Issuer will cause an audit to be completed
of its books and accounts and shall make available electronically to the Lender audited year-end
financial statements of the Issuer, including a balance sheet as of the end of such Fiscal Year
and related statements of revenues, expenses and changes in net assets, certified by an
independent certified public accountant to the effect that such audit has been conducted in
accordance with generally accepted auditing standards and stating whether such financial
statements present fairly in all material respects the financial position o.f the Issuer and the
results of its operations and cash flows for the periods covered by the audit report, all in
conformity with generally accepted accounting principles applied on a consistent basis. The
Issuer shall make available electronically to the Lender the audited financial statements for
each Fiscal Year ending on or after September 30, 2014, within 210 days after the end thereof
and shall make available electronically to the Lender an annual budget within 60 days after the
same shall have been approved by the City Commission of the Issuer. The Issuer shall also
provide to the Lender, together with the annual audited financial statements referred to in this
paragraph, a certificate of an officer of the Issuer to the effect that the Issuer is not in breach of
any of the covenants set forth in this Article Ill.
(f) Insurance. The Issuer shall maintain such liability, casualty and other insurance as,
or shall self-insure in a manner as, is reasonable and prudent for similarly situated
governmental entities of the State of Florida.
(g) Compliance with Laws. The Issuer shall comply with all applicable federal, state
and local laws and regulatory requirements, the violation of which could reasonably be
expected to have a material and adverse effect upon the financial condition of the Issuer or
upon the ability of the Issuer to perform its obligation hereunder or under the Bond.
(i) Payment of Document Taxes. In the event the Bond or this Agreement should
be subject to the excise tax on documents of the State, the Issuer shall promptly upon the
Lender's written demand for same pay such taxes or reimburse the Lender for any such taxes
00352137-2 6
paid by it.
AGENDA ITEM# 6A
AUGUST 11, 2014
Section 3.02 Registration and Exchange of Bond. The Bond shall initially be owned by
the Lender. The ownership of the Bond may only be transferred, and the Issuer will transfer the
ownership of the Bond, upon written request of the Lender to the Issuer specifying the name,
address and taxpayer identification number of the transferee, and the Issuer will keep and
maintain at all times a record setting forth the identification of the owner of the Bond. For
every such exchange or transfer of the Bond, the Issuer may make a charge sufficient to
reimburse it for any tax, fee, expense or other governmental charge required to be paid with
respect to such exchange or transfer. The Bond may only be sold, assigned or otherwise
transferred to an "accredited investor," as defined in Rule 501(A}(1), (2) or (3} under Regulation
D of the Securities Act of 1933, as amended, or a "qualified institutional buyer" within the
meaning of Rule 144A promulgated under the Securities Act of 1933, as amended. The Person
in whose name the Bond shall be registered shall be deemed and regarded the absolute owner
thereof for all purposes, and payment of principal and interest on such Bond shall be made only
to or upon the written order of such Person. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.
Section 3.03 Bond Mutilated, Destroyed, Stolen or Lost. In case the Bond shall become
mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Bond, in
exchange and in substitution for such mutilated Bond, or in lieu of and in substitution for the
Bond destroyed, stolen or lost and upon the Lender furnishing the Issuer proof of ownership
thereof, an affidavit of lost or stolen instrument and indemnity reasonably satisfactory to the
Issuer and paying such expenses as the Issuer may reasonably incur in connection therewith.
Section 3.04 Payment of Principal and Interest; Limited Obligation. The Issuer
promises that it will promptly pay the principal of and interest on and any prepayment or
redemption premium or fee on the Bond, at the place, on the dates and in the manner provided
therein according to the true intent and meaning hereof and of the Bond, provided that the
Issuer may be compelled to pay the principal of and interest on and any prepayment premium
or fee with respect to the Bond solely from the Pledged Revenues, and nothing in the Bond, this
Agreement or the Ordinance shall be construed as pledging any other funds or assets of the
Issuer to such payment or as authorizing such payment to be made from any other source. The
Issuer is not and shall not be liable for the payment of the principal of and interest on the·Bond
and any prepayment premium or fee with respect to or for the performance of any pledge,
obligation or agreement for payment undertaken by the Issuer hereunder, under the Bond or
under the Ordinance from any property other than the Pledged Revenues. The Lender shall not
have any right to resort to legal or equitable action to require or compel the Issuer to make any
payment required by the Bond or this Agreement from any source other than the Pledged
Revenues and only to the extent and in the manner provided herein.
Section 3.05 Pledge. The payment of the principal of, premium, if any, and interest on
the Bond and all other amounts due and payable under this Agreement and the Bond shall be
secured by an irrevocable lien on the Pledged Revenues, all in the manner and to the extent
00352137-2 7
AGENDA ITEM# 6A
AUGUST 11, 2014
provided herein and in the Ordinance. The Issuer does hereby pledge such Pledged Revenues to
the principal of, premium, if any, and interest on the Bond and for all other payments provided
for herein.
Section 3.06 Sinking Fund. The Issuer shall apply all moneys on deposit in the Sinking
Fund to the timely payment of the principal of, premium, if any, and interest on the Bond and
other amounts due and payable under this Agreement and the Bond. The Issuer shall deposit
the proceeds of the Bond in an amount sufficient with other available funds of the Issuer to
defease the Refunded Bonds with the Escrow Agent under the Escrow Deposit Agreement and
the remainder shall be applied to pay the costs of the Loan and costs of issuance of the Bond.
Section 3.07 Officers and Employees of the Issuer Exempt from Personal Liability. No
personal recourse under or upon any obligation, covenant or agreement of this Agreement or
the Bond or for any claim based hereon or thereon or otherwise in respect thereof, shall be had
against any officer, agent or employee, as such, of the Issuer, past, present or future, it being
expressly understood (a) that the obligation of the Issuer under this Agreement and under the
Bond is solely a corporate one, limited as provided herein, (b) that no personal liability
whatsoever shall attach to, or is or shall be incurred by, the officers, agents, or employees, as
such, of the Issuer, or any of them, under or by reason of the obligations, covenants or
agreements contained in this Agreement or implied therefrom, and (c) that any and all such
personal liability of, and any and all such rights and claims against, every such officer, agent, or
employee, as such, of the Issuer under or by reason of the obligations, covenants or
agreements contained in this Agreement and under the Bond, or implied therefrom, are waived
and released as a condition of, and as a consideration for, the execution of this Agreement and
the issuance of the Bond on the part of the, Issuer.
Section 3.08 Business Days. In any case where the due date of interest on or principal
of the Bond is not a Business Day, then payment of such principal or interest need not be made
on such date but may be made on the next succeeding Business Day, provided that credit for
payments made shall not be given until the payment is actually received by the Lender.
Section 3.09 Tax Representations, Warranties and Covenants of the Issuer. It is the
intention of the Issuer that the interest on the Bond be and remain excluded from gross income
of the holders and owners of the Bond for federal income tax purposes. The Issuer hereby
covenants and represents that it has taken and caused to be taken and shall make and take and
cause to be made and taken all actions that may be required of it for the interest on the Bond
to be and remain excluded from the gross income of the registered owner and holder thereof
for federal income tax purposes to the extent set forth in the Code, and that to the best of its
knowledge it has not taken or permitted to be taken on its behalf, and covenants that to the
best of its ability and within its control, it shall not make or take, or permit to be made or taken
on its behalf, any action which, if made or taken, would adversely affect such exclusion under
the provisions of the Code.
The Issuer acknowledges that the continued exclusion of interest on the Bond from
gross income for federal income tax purposes depends, in part, upon compliance with the
00352137-2 8
AGENDA ITEM# 6A
AUGUST 11, 2014
arbitrage limitations imposed by Sections 103(b)(2) and 148 of the Code. The Issuer hereby
acknowledges responsibility to take all reasonable actions necessary to comply with these
requirements. The Issuer hereby agrees and covenants that it shall not permit at any time or
times any of the proceeds of the Bond or other funds of the Issuer to be intentionally used,
directly or indirectly, to acquire or to replace funds which were used directly or indirectly to
acquire any higher yielding investments (as defined in Section 148 of the CodeL the acquisition
of which would cause the Bond to be an arbitrage bond for purposes of Sections 103(b)(2) and
148 of the Code. The Issuer further agrees and covenants that it shall do and perform all acts
and things necessary in order to assure that the requirements of Section 103(b)(2) and Part IV
of Subchapter B of Chapter 1 of Subtitle A of the Code are met.
Specifically, without intending to limit in any way the generality of the foregoing, the
Issuer covenants and agrees:
(1) to make or cause to be made all necessary determinations and
calculations of the excess of the amount earned on all non-purpose investments (as defined in
26 C.F.R. § 1.148-3) over the amount which would have been earned if such non-purpose-
investments were invested at a rate equal to the yield on the Bond, plus any income
attributable to such excess, but not including any amount exempted under 26 C.F.R. § 1.148-3
of the Code (the "Rebate Amount");
(2) to pay the Rebate Amount to the United States of America from legally
available funds of the Issuer at the times and to the extent required pursuant to Section 148(f)
of the Code;
(3) to maintain and retain all records pertaining to and to be responsible for
making or causing to be made all determinations and calculations of the Rebate Amount and
required payments of the Rebate Amount for at least six years after the final maturity of the
Bond or such other period as shall be necessary to comply with the Code;
(4) to refrain from taking any action that would cause the Bond to be
classified as "private activity bond" under Section 141(a) of the Code; and
(5) to refrain from taking any action that would cause the Bond to become an
arbitrage bond under Section 148 of the Code.
The Issuer understands that the foregoing covenants impose continuing obligations on it
to comply with the requirements of Section 103 and Part IV of Subchapter 13 of Subpart A of
Chapter 1 of the Code so long as such requirements are applicable.
The terms "debt service/' "gross proceeds/' "net proceeds/' "proceeds/' and "yield"
have the meanings assigned to them for purposes of Section 148 of the Code.
Section 3.10 Separate Accounts. The moneys required to be accounted for the
foregoing funds established herein may be deposited in a single bank account, and funds
00352137-2 9
AGENDA ITEM # 6A
AUGUST 11, 2014
allocable to any fund or account established herein may be invested in a common investment
poot provided that adequate accounting records are maintained to reflect and control the
restricted allocation of the moneys on deposit therein and such investments for the various
purposes of such funds and accounts as herein provided.
The designation and establishment of any funds or accounts and by this Agreement shall
not be construed to require the establishment of any completely independent, self-balancing
funds as such term is commonly defined and used in governmental accounting, but rather is
intended solely to constitute an earmarking of certain revenues for certain purposes and to
establish certain priorities for application of such revenues as herein provided.
ARTICLE IV
CONDITIONS OF LENDING
The obligations of the Lender to lend hereunder are subject to the following conditions
precedent:
Section 4.01 Representations and Warranties. The representations and warranties of
the Issuer set forth in this Agreement and the Bond are true and correct on and as of the date
hereof.
Section 4.02 No Default. On the date hereof, the Issuer shall be in compliance with all
the terms and provisions set forth in this Agreement and the Bond on its part to be observed or
performed, and no Event of Default or any event that, upon notice or lapse of time or both,
would constitute such an Event of Default, shall have occurred and be continuing at such time.
Section 4.03 Supporting Documents. On or prior to the date hereof, the Lender shall
have received the following supporting documents, all of which shall be satisfactory in form and
substance to the Lender (such satisfaction to be evidenced by the purchase of the Bond by the
Lender):
(a) The opinion of the attorney for the Issuer and/or bond counsel to the Issuer,
regarding the due authorization, execution, delivery, validity and enforceability of the
Ordinance authorizing this Agreement, the Bond and the Escrow Deposit Agreement, the Bond
constituting an Additional Parity Bond, as such term is defined in the Ordinance, and such other
items as the Lender shall reasonably request;
(b) The opinion of Bond Counsel to the Issuer to the effect that (i) the interest on
the Bond is excluded from gross income for federal income tax purposes and the Bond is not an
item of tax preference under Section 57 of the Code, (ii) the Bond is an exempt security within
the meaning of the Securities Act of 1933, as amended, and it is not necessary in connection
with the sale of the Bond to register the Bond under the Securities Act of 1933, as amended, or
qualify the Ordinance under the Trust Indenture Act of 1939, as amended, and (iii) such other
items as the Lender shall reasonably request; and
00352137-2 10
AGENDA ITEM# 6A
AUGUST 11, 2014
(c) Such additional supporting documents as the Lender may reasonably request.
ARTICLE V
FUNDING THE LOAN
Section 5.01 The Loan. The Lender hereby agrees to lend to the Issuer the Loan Amount
to provide funds for the purposes described herein upon the terms and conditions set forth in
this Agreement. The Issuer agrees to repay the principal amount borrowed plus interest
thereon upon the terms and conditions set forth in this Agreement and the Bond.
Section 5.02 Description and Payment Terms of the Bond. To evidence the obligation of
the Issuer to repay the Loan, the Issuer shall issue and deliver to the Lender the Bond in the
form attached hereto as Exhibit "A." Prepayment of principal may be made otily as provided in
the Bond and the rate of interest on the Bond, including any adjustments thereto, shall be as
provided in the Bond.
ARTICLE VI
EVENTS OF DEFAULT
Section 6.01 General. An "Event of Default" shall be deemed to have occurred under
this Agreement if:
(a) The Issuer shall fail to make any payment of the principal of premium, if any, or
interest on the Bond when the same shall become due and payable; or
(b) The Issuer shall default in the performance of or compliance with any term or
covenant contained in this Agreement or the Bond, other than a term or covenant a default in
the performance of which or noncompliance with which is elsewhere specifically dealt with in
this Section 6.01, which default or non-compliance shall continue and not be cured within thirty
(30) days after written notice thereof to the Issuer by the Lender; or
(c) Any representation or warranty made in writing by or on behalf of the Issuer in
this Agreement or the Bond shall prove to have been false or incorrect in any material respect
on the date made or reaffirmed; or
(d) The Issuer admits in writing its inability to pay its debts generally as they become
due or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or
consents to the appointment of a receiver or trustee for itself; or
(e) The Issuer is adjudged .insolvent by a court of competent jurisdiction, or it is
adjudged a bankrupt on a petition in bankruptcy filed by the Issuer, or an order, judgment or
decree is entered by any court of competent jurisdiction appointing, without the consent of the
Issuer, a receiver or trustee of the Issuer or of the whole or any part of its property, and if the
aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or
00352137-2 11
AGENDA ITEM # 6A
AUGUST 11, 2014
stayed within ninety {90} days from the date of entry thereof; or
(f) The Issuer shall file a petition or answer seeking reorganization or any
arrangement under the federal bankruptcy laws or any other applicable law or statute of the
United States of America or the State.
Notwithstanding the provisions of clause (b) above or anything to the contrary in
Section 6.02 below, a default of any of the covenants contained in Section 3.09 hereof shall not
be an "Event of Default" hereunder and the sole remedy of the Lender shall be an adjustment
of the interest rate on the Bond to the Taxable Rate (as defined in the Bond} and the payment
of the Additional Amount (as defined in the Bond} to the extent and in the manner described in
the Bond.
Section 6.02 Effect of Event of Default. The Lender may either at law or in equity, by
suit, mandamus or other proceedings in any court of competent jurisdiction, protect and
enforce any and all rights under the laws of the State, or granted or contained in the Bond and
this Agreement, and may enforce and compel the performance of all duties required by the
Bond, this Agreement or by any applicable statute to be performed by the Issuer for
performance hereunder or under the Bond. All payments made on the Bond, after an Event of
Default, shall be first applied to accrued interest then to any reasonable costs or expenses,
including reasonable legal fees and expenses, that the Lender may have incurred in protecting
or exercising its rights under the Loan Documents and the balance thereof shall apply to the
principal sum due.
ARTICLE VII
MISCELLANEOUS
Section 7.01 No Waiver; Cumulative Remedies. No failure or delay on the part of the
Lender in exercising any right, power, remedy hereunder or under the Bond shall operate as a
waiver of the Lender's rights, powers and remedies hereunder, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further exercise thereof, or
the exercise of any other right, power or remedy hereunder or thereunder. The remedies
herein and therein provided are cumulative and not exclusive of any remedies provided by law
or in equity.
Section 7.02 Amendments, Changes or Modifications to this Agreement. This Agreement
shall not be amended, changed or modified except in writing signed by the Lender and the
Issuer. The Issuer agrees to pay all of the Lender's costs and reasonable attorneys' fees incurred
in modifying and/or amending this Agreement at the Issuer's request or behest.
Section 7.03 Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be an original; but such
counterparts shall together constitute but one and the same Agreement, and, in making proof
of this Agreement, it shall not be necessary to produce c:ir account for more than one such
00352137-2 12
counterpart.
AGENDA ITEM # 6A
AUGUST 11, 2014
Section 7.04 Severability. If any clause, provision or section of this Agreement shall be
held illegal or invalid by any court, the Invalidity of such clause, provision or section shall not
affect any other provisions or sections hereof, and this Agreement shall be construed and
enforced to the end that the transactions contemplated hereby be effected and the obligations
contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had
not been contained herein.
Section 7.05 Term of Agreement. Except as otherwise specified in this Agreement, this
Agreement and all representations, warranties, covenants and agreements contained herein or
made in writing by the Issuer in connection herewith shall be in full force and effect from the
date hereof and shall continue in effect until as long as the Bond is outstanding.
Section 7.06 Notices. All notices, requests, demands and other communications which
are required or may be given under this Agreement shall be in writing and shall be deemed to
have been duly given when received if personally delivered; when transmitted if transmitted by
telecopy, electronic telephone line facsimile transmission or other similar electronic or digital
transmission method (provided customary evidence of receipt is obtained); the day after it is
sent, if sent by overnight common carrier service; and five days after it is sent, if mailed,
certified mail, return receipt requested, postage prepaid. In each case notice shall be sent to
the Notice Address.
Section 7.07 Applicable Law; Venue. This Agreement shall be construed pursuant to and
governed by the substantive laws of the State. The Issuer and the Lender waive any objection
either might otherwise have to venue in any judicial proceeding brought in connection herewith
lying in Duval County, Florida.
Section 7.08 Binding Effect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the successors in interest and permitted assigns of the parties. The Issuer
shall have no rights to assign any of its rights or obligations hereunder without the prior written
consent of the Lender.
Section 7.09 No Third Party Beneficiaries. It is the intent and agreement of the parties
hereto that this Agreement is solely for the benefit of the parties hereto and no person not a
party hereto shall have any rights or privileges hereunder.
Section 7.10 Attorneys Fees. To the extent legally permissible, the Issuer and the Lender
agree that in any suit, action or proceeding brought in connection with this Agreement or the
Bond (including any appeal(s)), the prevailing party shall be entitled to recover costs and
reasonable attorneys' fees from the other party.
Section 7.11 Entire Agreement. Except as otherwise expressly provided, this Agreement
and the Bond embody the entire agreement and understanding between the parties hereto and
supersede all prior agreements and understandings relating to the subject matter hereof.
00352137-2 13
AGENDA ITEM# 6A
AUGUST 11, 2014
Section 7.12 Further Assurances. The parties to this Agreement will execute and deliver,
or cause to be executed and delivered, such additional or further documents, agreements or
instruments and shall cooperate with one another in all respects for the purpose of carrying out
the transactions contemplated by this Agreement.
Section 7.13 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR THE BOND AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED
IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.
00352137-2 14
AGENDA ITEM # 6A
AUGUST 11, 2014
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective
between them as of the date first set forth above.
CITY OF ATLANTIC BEACH, FLORIDA
By: ________________________ __
City Manager
ATTEST:
By: __________________________ ___
City Clerk
APPROVED AS TO FORM AND LEGALITY:
By: __________________________ __
City Attorney
TD BANK, N.A.
By: ____________ _
Vice President
00352137-2 15
Exhibit A to Loan Agreement
FORM OF BOND
AGENDA ITEM# 6A
AUGUST 11, 2014
THIS BOND IS SUBJECT TO TRANSFER RESTRICTIONS, MORE FULLY DESCRIBED IN THE
LOAN AGREEMENT REFERRED TO HEREIN, AND MAY NOT BE TRANSFERRED EXCEPT TO AN
ACCREDITED INVESTOR WITHIN THE MEANING OF REGULATION D PROMULGATED UNDER THE
SECURITIES ACT OF 1933, OR A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A PROMULGATED UNDER THE SECURITIES ACT OF 1933.
CITY OF ATLANTIC BEACH, FLORIDA
UTILITIES SYSTEM REVENUE REFUNDING BOND, SERIES 2014
The CITY OF ATLANTIC BEACH, FLORIDA (the "lssuer"L a municipal corporation duly
created and existing under the laws of the State of Florida, for value received, promises to pay,
but solely from the sources hereinafter provided, to the order of TD BANK, N.A. or registered
assigns (together with any other registered owner of this Bond, hereinafter, the "Lender"L the
principal sum of Dollars ($ ) or such lesser amount as
shall be outstanding hereunder, together with interest on the principal balance outstanding at
the Interest Rate (defined belowL calculated based upon a year of 360 days consisting of twelve
30-day months, such amounts to be payable as provided herein. This Utilities System Revenue
Refunding Bond, Series 2014 (this "Bond"L is issued pursuant to the Ordinance enacted by the
City Commission of the Issuer on November 13, 1995, as amended and supplemented
(collectively, the "Ordinance") and in conjunction with a Loan Agreement, dated of even date
herewith, between the Issuer and the Lender (the "Loan Agreement") and is subject to all the
terms and conditions of the Loan Agreement. All terms used herein in capitalized form and not
otherwise defined herein shall have the meanings ascribed thereto, or referenced, in the Loan
Agreement.
Principal of and interest on this Bond are payable in immediately available funds
constituting lawful money of the United States of America at the Principal Office or such place
as the Lender may designate in writing to the Issuer and shall be settled via auto debit.
The Issuer shall pay the Lender interest on the outstanding principal balance of this
Bond in arrears, on April 1, 2015, and on the first day of each October and April thereafter, to
and including the Final Maturity Date (hereinafter defined). The principal amount of this Bond
shall be payable in annual installments in the amounts set forth on Schedule A hereto, payable
on October I of each year, commencing October 1, 2015, with the final installment payable
October 1, 2025 (the "Final Maturity Date"). If any date for the payment of principal or interest
is not a Business Day, such payment shall be due on the next succeeding Business Day in the
manner provided in the Loan Agreement.
All payments by the Issuer pursuant to this Bond shall apply first to accrued interest,
oo3s2m-2 A-1
AGENDA ITEM# 6A
AUGUST 11, 2014
then to other charges due the Lender, and the balance thereof shall apply to the principal sum
due; provided, however, in an Event of Default, payment shall be applied in accordance with
Section 6.02 of the Loan Agreement. If any payment of principal or interest due hereunder is
not paid within fifteen (15) days after the date due hereunder, the Issuer shall pay the Lender
upon demand a late payment fee equal to six percent (6%) of the amount not paid when due.
The foregoing right to a late payment fee is in addition to and not in limitation of any right the
Lender may have upon the Issuer's failure to timely pay such scheduled payment on the Bond.
The "Interest Rate," as used herein, shall mean two and thirty-three hundredths per
centum (2.33%) per annum unless adjusted as provided herein.
In the event of a Determination of Taxability, the Interest Rate shall be adjusted to
cause the after-tax yield on this Bond to the Lender after such Determination of Taxability to
equal what the yield would have been to the Lender in the absence of such Determination of
Taxability (the "Taxable Rate"), effective retroactively to the date on which such Determination
of Taxability was made. In addition, immediately upon a Determination of Taxability, the Issuer
agrees to pay to the Lender the Additional Amount. "Additional Amount" means (i) the
difference between (a) interest on this Bond for the period commencing on the date on which
the interest on this Bond ceases to be excludable from gross income for federal income tax
purposes and ending on the earlier of the date this Bond ceased to be outstanding or such
adjustment is no longer applicable to this Bond (the "Taxable Period") at a rate per annum
equal to the Taxable Rate, and (b) the aggregate amount of interest paid on this Bond for the
Taxable Period under the provisions of this Bond without considering the Determination of
Taxability, plus (ii) any penalties and interest paid or payable by the Lender to the Internal
Revenue Service by reason of such Determination of Taxability. As used herein, "Determination
of Taxability" means a final decree or judgment of any federal court or a final action of the
Internal Revenue Service or of the United States Treasury Department determining that any
interest payable on this Bond is includable in the gross income of the Lender for federal income
tax purposes. No such decree or action shall be considered final for the purposes of this
paragraph unless the Issuer has been given written notice thereof and, if it is so desired by the
Issuer and is legally permissible, the Issuer has been afforded the opportunity to contest the
same, at its own expense, either directly or in the name of the Lender and until the conclusion
of any appellate review, if sought.
Upon the occurrence and during the continuance of an Event of Default under the Loan
Agreement, the Interest Rate shall be equal to the Interest Rate that was applicable prior to
such Event of Default plus six percent (6%) per annum (the "Default Rate").
Notwithstanding the foregoing, in no event shall the Interest Rate exceed the maximum
rate permitted by applicable law.
This Bond shall be prepayable at any time, in whole or in part, upon five (5) days' prior
written notice from the Issuer to the Lender, at the amount of principal of this Bond being
prepaid, plus interest accrued on the principal being prepaid to the date of prepayment plus, to
the extent applicable, a Yield Maintenance Fee. Prepayments in part shall be applied against
oms2137-2 A-2
AGENDA ITEM # 6A
AUGUST 11, 2014
remaining installments of principal due hereunder in such order as the Issuer shall select.
The Yield Maintenance Fee shall be calculated as follows:
The current cost of funds, specifically the "bond equivalent yield" for United States
Treasury securities (bills on a discounted basis shall be converted to a "bond equivalent yield")
with a maturity date closest to the "Remaining Term" (as defined below), shall be subtracted
from the Interest Rate or Default Rate, if applicable. If the result is zero or a negative number,
there shall be no Yield Maintenance Fee due and payable. If the result is a positive number,
then the resulting percentage shall be multiplied by the scheduled outstanding principal
balance for each remaining monthly period of the "Remaining Term." Each resulting amount
shall be divided by 360 and multiplied by the number of days in the monthly period. Said
amounts shall be reduced to present values calculated by using the above-referenced current
costs of funds divided by 12. The resulting sum of such present values shall be the Yield
Maintenance Fee.
"Remaining Term" as used herein shall mean the remaining term of this Bond from the
date of prepayment.
The Issuer to the extent permitted by law hereby waives presentment, demand, protest
and notice of dishonor.
This Bond is payable solely from the Pledged Revenues to the extent provided in the
Loan Agreement and subject to the pledge of the Pledged Revenues as more specifically
provided in the Ordinance and the Loan Agreement. Notwithstanding any other provision of
this Bond, the Issuer is not and shall not be liable for the payment of the principal of and
interest on this Bond or otherwise monetarily liable in connection herewith from any property
other than as provided in the Loan Agreement and the Ordinance.
NOTWITHSTANDING ANYTHING HEREIN OR IN THE LOAN AGREEMENT OR THE
ORDINANCE TO THE CONTRARY, THIS BOND AND THE INTEREST HEREON DOES NOT AND SHALL
NOT CONSTITUTE A GENERAL OBLIGATION OF THE ISSUER BUT SHALL BE PAYABLE SOLELY
FROM THE MONEYS AND SOURCES DESIGNATED THEREFORE PURSUANT TO THE LOAN
AGREEMENT, THIS BOND AND THE ORDINANCE. NEITHER THE FAITH AND CREDIT NOR ANY AD
VALOREM TAXING POWER OF THE ISSUER IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF
OR INTEREST ON THIS BOND OR OTHER COSTS INCIDENTAL HERETO.
All terms, conditions and provisions of the Loan Agreement are by this reference thereto
incorporated herein as a part of this Bond.
This Bond may be exchanged or transferred but only as provided in the Loan
Agreement.
It is hereby certified, recited and declared that all acts, conditions and prerequisites
required to exist, happen and be performed precedent to and in connection with the execution,
omszm-2 A-3
AGENDA ITEM # 6A
AUGUST 11, 2014
delivery and the issuance of this Bond do exist, have happened and have been performed in
due time, form and manner as required by law, and that the issuance of this Bond is in full
compliance with and does not exceed or violate any constitutional or statutory limitation.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed in its name as of
the date hereinafter set forth.
The date of this Bond is August 12, 2014.
(SEAL)
ATTESTED AND COUNTERSIGNED:
By: __________________________ __
City Clerk
APPROVED AS TO FORM AND LEGALITY:
By: ____________________________ _
City Attorney
oo3s2137-2 A-4
CITY OF ATLANTIC BEACH, FLORIDA
By: -----------------------------
Mayor
oo352!37-2 A-5
Date
(October I)
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
TOTAL
SCHEDULE A
Principal Amount
$ __
AGENDA ITEM# 6A
AUGUST 11, 2014
Exhibit D
Bond Debt Service and Escrow Requirements
00362197-3
AGENDA ITEM# 6A
AUGUST 11, 2014
AGENDA ITEM# 6A
AUGUST 11, 2014
Jull8, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFfD1,14REFfDl) Page 1
Notes:
Assume No DSRF
SOURCES AND USES OF FUNDS
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 20I4 (TD Bank)
Refunding Utilities System Series 2004, 2010A-l and 2010B Bonds
TD Bank-2.33% (Make-Whole)
***For Informational Purposes Only***
Sources:
Bond Proceeds:
Par Amount
Dated Date
Delivery Date
Other Sources of Funds:
08/12/2014
08/12/2014
Sinking Funds (201 OA-1 4mth Interest)
Sinking Funds (2010A-110mth Principal)
Sinking Funds (2010B 4mth Interest)
Sinking Funds (2010B lOmth Principal)
Sinking Funds (2004 Bonds 10-1-14 P&I)
Uses:
Refunding Escrow Deposits:
Cash Deposit
Delivery Date Expenses:
Cost ofissuance
Other Uses of Funds:
Additional Proceeds
13,960,000.00
9,063.40
43,002.42
7,124.29
32,713.39
1,184,571.88
1,276,475.38
15,236,475.38
15,189,192.05
47,000.00
283.33
15,236,475.38
Assume Cash Gross Funded Escrow
Assume City to Pay Sinking'Funds From Debt Service Fund (City to Confirm)
Assume City Pays Series 2004 10-1-14 P&I
Estimated Cost ofissuance
30/360 Interest Calculation
Sinking Funds for 9 months Principal and 3 months Interest
AGENDA ITEM# 6A
AUGUST 11, 2014
Jul18, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFTD1,14REFTD1) Page 2
BOND SUMMARY STATISTICS
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-l and 20IOB Bonds
TD Bank-2.33% (Make-Whole)
***For Informational Purposes Only***
Bond Component
Bond Component
Par Value
+ Accrued Interest
Dated Date
Delivety Date
First Coupon
Last Maturity
Arbitrage Yield
True Interest Cost (TIC)
Net Interest Cost (NIC)
All-In TIC
Average Coupon
Average Life (years)
Duration oflssue (years)
Par Amount
Bond Proceeds
Total Interest
Net Interest
Total Debt Service
Maximum Annual Debt Service
Average Annual Debt Service
Underwriter's Fees (per $1 000)
Average Takedown
Other Fee
Total Underwriter's Discount
Bid Price
Par
Value Price
13,960,000.00 100.000
13,960,000.00
TIC
13,960,000.00
+Premium (Discount)
-Underwriter's Discount
-Cost oflssuance Expense
-Other Amounts
Target Value 13,960,000.00
Target Date 08/12/2014
Yield 2.329602%
Average
Coupon
2.330%
08/12/2014
08112/2014
04/01/2015
10/0112025
2.329602%
2.329602%
2.330000%
2.387791%
2.330000%
6.380
5.867
13,960,000.00
13,960,000.00
2,075,333.59
2,075,333.59
16,035,333.59
1,460,232.50
1,439,940.16
100.000000
Average
Life
6.380
6.380
All-In
TIC
13,960,000.00
-47,000.00
13,913,000.00
08/12/2014
2.387791%
Average
Maturity
Date
12/28/2020
Arbitrage
Yield
13,960,000.00
13,960,000.00
08/12/2014
2.329602%
PVofl bp
change
8,086.75
8,086.75
AGENDA ITEM# 6A
AUGUST 11, 2014
Jull8, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFfD1,14REFTDl) Page 3
SUMMARY OF REFUNDING RESULTS
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-l and 201GB Bonds
TD Bank-2.33% (Make-Whole)
Dated Date
Delivery Date
Arbitrage yield
Escrow yield
***For Informational Purposes Only***
Value ofNegative Arbitrage
Bond Par Amount
True Interest Cost
Net Interest Cost
Average Coupon
Average Life
Par amount of refunded bonds
Average coupon of refunded bonds
Average life of refunded bonds
PV of prior debt to 08/12/2014 @ 2.329602%
Net PV Savings
Percentage savings of refunded bonds
Percentage savings of refunding bonds
08/12/2014
08/12/2014
2.329602%
13,960,000.00
2.329602%
2.330000%
2.330000%
6.380
14,883,171.06
4.211309%
6.105
16,651,602.73
1,415,410.68
9.510142%
10.139045%
AGENDA ITEM# 6A
AUGUST 11, 2014
Jul18, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFTDI,14REFTDI) Page 4
Bond
SUMMARY OF BONDS REFUNDED
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-1 and 2010B Bonds
TD Bank-2.33% (Make-Whole)
*** Forinformational Purposes Only***
Maturity Interest Par Call
Date Rate Amount Date
Uti!. Bonds, Series 2004, 2004:
SERIAL 10/01/2014 3.625% 905,000.00
10/01/2015 3.750% 940,000.00
10/01/2016 3.875% 975,000.00
10/01/2017 4.000% 1,010,000.00
10/01/2018 4.000% 1,050,000.00
10/01/2019 4.000% 1,090,000.00
10/01/2020 4.125% 1,130,000.00
10/01/2021 4.250% I, 185,000.00
10/01/2022 4.250% 1,235,000.00
10/0l/2023 4.375% 1,285,000.00
10/01/2024 4.375% 1,340,000.00
10/01/2025 4.500% I ,400,000.00
13,545,000.00
Utilities System Revenue Bonds, Series 2010A-I, 2010AI:
BOND 10/0l/2014 3.590% 51,602.90
10/0l/2015 3.590% 53,455.50
10/01/2016 3.590% 55,374.50
10/01/2017 3.590% 57,362.40
10/0l/2018 3.590% 59,421.80
10/01/2019 3.590% 61,555.00
10/0 l/2020 3.590% 63,764.80
10/01/2021 3.590% 66,054.00
10/0l/2022 3.590% 68,425.30
10/01/2023 3.590% 70,881.80
10/0l/2024 3.590% 73,426.40
10/0l/2025 3.590% 76,062.50
757,386.90
Utilities System Revenue Refunding Bond, Series 2010B, 2010B:
BOND 10/01/2014 3.680% 39,256.06
10/01/2015 3.680% 38,775.68
10/01/2016 3.680% 43,277.63
10/01/2017 3.680% 42,670.24
10/01/2018 3.680% 47,040.51
l 0/0 l/2019 3.680% 46,296.60
10/01/2020 3.680% 50,525.31
10/01/2021 3.680% 49,634.65
10/01/2022 3.680% 53,711.20
I 0/01/2023 3.680% 52,662.77
10/0l/2024 3.680% 56,575.76
10/01/2025 3.680% 60,357.75
580,784.16
14,883,171.06
10/01/2014
10/01/2014
10/01/2014
10/01/2014
10/01/2014
10/01/2014
10/01/2014
10/01/2014
10/01/2014
10/01/2014
10/01/2014
08/18/2014
08/18/2014
08/18/2014
08/18/2014
08/18/2014
08/18/2014
08/18/2014
08/18/2014
08/18/2014
08/18/2014
08/18/2014
08/18/2014
10/01/2014
10/01/2014
10/01/2014
10/01/2014
10/01/2014
10/01/2014
10/01/2014
10/01/2014
10/01/2014
10/01/2014
10/01/2014
Call
Price
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
101.000
101.000
I 01.000
I 01.000
101.000
101.000
I 01.000
101.000
101.000
I 01.000
101.000
AGENDA ITEM# 6A
AUGUST 11,2014
Jul I 8, 20 I 4 I 2:4 I pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFTD1,14REFTDI) Page 5
Date
10/01/2014
10/01/2015
10/01/2016
10/01/2017
10/01/2018
10/01/2019
10/01/2020
10/01/2021
10/01/2022
10/01/2023
10/01/2024
10/01/2025
SAVINGS
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-I and 2010B Bonds
TD Bank-2.33% (Make-Whole)
*** For Informational Purposes Only***
Prior
Debt Service
Prior Prior
Receipts Net Cash Flow
Refunding
Debt Service
Present Value
to 08112/20 14
Savings @ 2.3296018%
1,299,712.36 1,276,475.38 23,236.98 23,236.98
1,603,834.56 1,603,834.56 1,459,540.59 144,293.97
1,606,659.51 1,606,659.5 I 1,459,871.00 146,788.51
1,60 I ,678.22 1,601,678.22 1,457,843.00 143,835.22
1,604,078.3 I 1,604,078.3 I 1,460,232.50 143,845.81
1,599,603.28 1,599,603.28 1,456,923.00 142,680.28
1,598,528.25 1,598,528.25 1,453,031.00 145,497.25
1,604,165.81 1,604,165.81 1,458,556.50 145,609.31
1,606,053.26 1,606,053.26 1,458,266.50 147,786.76
1,600,540.77 1,600,540.77 1,457,277.50 143,263.27
1,601,296.98 1,601,296.98 1,455,589.50 145,707.48
1,604,372.05 1,604,372.05 1,458,202.50 146,169.55
I 8,930,523.36 I ,276,475.38 17,654,047.98 16,035,333.59 1,618, 714.39
Savings Summm:y
Dated Date
Delivery Date
PV of savings from cash flow
Plus: Refunding funds on hand
Net PV Savings
08/12/2014
08112/2014
1,415,127.35
283.33
1,415,410.68
19,146.06
141,441.66
140,995.08
134,942.96
131,776.14
127,633.52
127,061.00
124,141.81
122,985.95
116,387.15
115,521.60
113,094.42
1,415,127.35
AGENDA ITEM# 6A
AUGUST 11, 2014
Jul18, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFTD1,14REFTDI) Page 6
Period
Ending
10/01/2015
10/01/2016
10/01/2017
10/01/2018
10/01/2019
10/01/2020
10/01/2021
10/01/2022
10/01/2023
10/01/2024
10/01/2025
BOND DEBT SERVICE
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-l and 2010B Bonds
TD Bank-2.33% (Make-Whole)
***For Informational Purposes Only***
Principal Coupon Interest Debt Service
1,090,000 2.330% 369,540.59 1,459,540.59
1,160,000 2.330% 299,871.00 1,459,871.00
1,185,000 2.330% 272,843.00 1,457,843.00
1,215,000 2.330% 245,232.50 1,460,232.50
1,240,000 2.330% 216,923.00 1,456,923.00
1,265,000 2.330% 188,031.00 1,453,031.00
1,300,000 2.330% 158,556.50 1,458,556.50
1,330,000 2.330% 128,266.50 1,458,266.50
1,360,000 2.330% 97,277.50 1,457,277.50
1,390,000 2.330% 65,589.50 1,455,589.50
1,425,000 2.330% 33,202.50 1,458,202.50
13,960,000 2,075,333.59 16,035,333.59
AGENDA ITEM # 6A
AUGUST 11, 2014
Jull8, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFTD1,14REFTD1) Page 7
Period
Ending
10/0112014
10/0112015
10/01/2016
10/0112017
10/01/2018
10/01/2019
10/01/2020
10/0112021
10/01/2022
10/01/2023
10/0112024
10/01/2025
PRIOR BOND DEBT SERVICE
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-l and 2010B Bonds
TD Bank-2.33% (Make-Whole)
***For Informational Purposes Only***
Dated Date
Delivery Date
08/12/2014
08/12/2014
Uti!. Bonds, Series 2004 (2004)
Principal Coupon Interest
905,000 3.625% 279,571.88
940,000 3.750% 526,337.50
975,000 3.875% 491,087.50
1,010,000 4.000% 453,306.26
1,050,000 4.000% 412,906.26
1,090,000 4.000% 370,906.26
1,130,000 4.125% 327,306.26
1,185,000 4.250% 280,693.76
1,235,000 4.250% 230,331.26
1,285,000 4.375% 177,843.76
1,340,000 4.375% 121,625.00
1,400,000 4.500% 63,000.00
13,545,000 3,734,915.70
Debt Service
1,184,571.88
1,466,337.50
1,466,087.50
1,463,306.26
1,462,906.26
1,460,906.26
1,457,306.26
1,465,693.76
1,465,331.26
1,462,843.76
1,461,625.00
1,463,000.00
17,279,915.70
AGENDA ITEM# 6A
AUGUST 11,2014
Jul18, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFTD1,14REFTD1) Page 8
Period
Ending
10/0112014
I 0/0112015
10/0112016
10/01/2017
10/0112018
10/0112019
10/0112020
10/0112021
10/0112022
10/0112023
10/01/2024
10/0112025
PRIOR BOND DEBT SERVICE
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-l and 2010B Bonds
TD Bank-2.33% (Make-Whole)
***For Informational Purposes Only***
Dated Date
Delivery Date
08112/2014
08112/2014
Utilities System Revenue Bonds. Series 2010A-1 (2010Al)
Principal Coupon Interest Debt Service
51,602.90 3.590% 13,595.09 65,197.99
53,455.50 3.590% 25,337.64 78,793.14
55,374.50 3.590% 23,418.60 78,793.10
57,362.40 3.590% 21,430.64 78,793.04
59,421.80 3.590% 19,371.34 78,793.14
61,555.00 3.590% 17,238.10 78,793.10
63,764.80 3.590% 15,028.28 78,793.08
66,054.00 3.590% 12,739.12 78,793.12
68,425.30 3.590% 10,367.78 7.8,793.08
70,881.80 3.590% 7,911.30 78,793.10
73,426.40 3.590% 5,366.66 78,793.06
76,062.50 3.590% 2,730.64 78,793.14
757,386.90 174,535.19 931,922.09
AGENDA ITEM# 6A
AUGUST 11, 2014
Jull8, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFfD1,14REFfDl) Page 9
Period
Ending
10/0112014
10/0112015
10/0112016
10/0112017
10/0112018
10/0112019
10/0112020
10/0112021
10/01/2022
10/0112023
10/0112024
10/0112025
PRIOR BOND DEBT SERVICE
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-l and 2010B Bonds
TD Bank-2.33% (Make-Whole)
*** For Informational Purposes Only***
Dated Date
Delivery Date
08112/2014
08112/2014
Utilities System Revenue Refunding Bond, Series 2010B (2010B)
Principal Coupon Interest Debt Service
39,256.06 3.680% 10,686.43 49,942.49
38,775.68 3.680% 19,928.24 58,703.92
43,277.63 3.680% 18,501.28 61,778.91
42,670.24 3.680% 16,908.68 59,578.92
47,040.51 3.680% 15,338.40 62,378.91
46,296.60 3.680% 13,607.32 59,903.92
50,525.31 3.680% 11,903.60 62,428.91
49,634.65 3.680% 10,044.28 59,678.93
53,711.20 3.680% 8,217.72 61,928.92
52,662.77 3.680% 6,241.14 58,903.91
56,575.76 3.680% 4,303.16 60,878.92
60,357.75 3.680% 2,221.16 62,578.91
580,784.16 137,901.41 718,685.57
AGENDA ITEM# 6A
AUGUST 11, 2014
Jul18, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFTD1,14REFTDI) Page 10
Period
Ending
I 0/01/2014
10/01/2015
10/01/2016
10/01/2017
10/0112018
10/01/2019
10/01/2020
10/01/2021
10/01/2022
10/01/2023
10/01/2024
10/01/2025
PRIOR BOND DEBT SERVICE
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-1 and 2010B Bonds
TD Bank-2.33% (Make-Whole)
***For Informational Purposes Only***
Dated Date
Delivery Date
Principal
995,858.96
I ,032,231.18
I ,073,652.13
1,110,032.64
1,156,462.31
1,197,851.60
I ,244,290.11
1,300,688.65
1,357,136.50
1,408,544.57
I ,4 70,002.16
1,536,420.25
14,883,171.06
08/12/2014
08/12/2014
Coupon Interest
** % 303,853.40
** % 571,603.38
** % 533,007.38
** % 491,645.58
** % 447,616.00
** % 401,751.68
** % 354,238.14
** % 303,477.16
** % 248,916.76
** % 191,996.20
** % 131,294.82
** % 67,951.80
4,047,352.30
Debt Service
1,299,712.36
1,603,834.56
1,606,659.51
1,601,678.22
1,604,078.31
1,599,603.28
1,598,528.25
1,604,165.81
1,606,053.26
1,600,540. 77
1,601,296.98
1,604,372.05
18,930,523.36
AGENDA ITEM# 6A
AUGUST 11, 2014
Jul18, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFI'D1,14REFID1) Page II
Period
Ending
10/01/2014
ESCROW REQUIREMENTS
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-l and 2010B Bonds
TD Bank-2.33% (Make-Whole)
***For Informational Purposes Only***
Dated Date
Delivery Date
08/12/20I4
08/12/2014
Uti!. Bonds, Series 2004 (2004)
Principal
Principal Interest Redeemed Total
905,000.00 279,571.88 12,640,000.00 13,824,571.88
905,000.00 279,571.88 12,640,000.00 13,824,571.88
AGENDA ITEM# 6A
AUGUST 11, 2014
Jull8, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFTD1,14REFTD1) Page 12
ESCROW REQUIREMENTS
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-l and 2010B Bonds
TD Bank-2.33% (Make-Whole)
***For Informational Purposes Only***
Dated Date
Delivery Date
08/12/2014
08/12/2014
Utilities System Revenue Bonds, Series 2010A-l (2010A[)
Period
Ending
08/!8/2014
Interest
10,347.38
10,347.38
Principal
Redeemed
757,386.90
757,386.90
Total
767,734.28
767,734.28
AGENDA ITEM# 6A
AUGUST 11, 2014
Jul18, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFfD1,14REFID1) Page 13
Period
Ending
10/01/2014
ESCROW REQUIREMENTS
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-l and 2010B Bonds
TD Bank-2.33% (Make-Whole)
***For Informational Purposes Only***
Dated Date
Delivery Date
08/12/2014
08/12/2014
Utilities System Revenue Refunding Bond, Series 2010B (2010B)
Principal Redemption
Principal Interest Redeemed Premium
39,256.06 10,686.43 541,528.10 5,415.30
39,256.06 10,686.43 541,528.10 5,415.30
Total
596,885.89
596,885.89
AGENDA ITEM# 6A
AUGUST 11,2014
Ju118, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFfD1,14REFfDl) Page 14
Period
Ending
08/18/2014
10/01/2014
ESCROW REQUIREMENTS
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-l and 2010B Bonds
TD Bank-2.33% (Make-Whole)
Principal
944,256.06
944,256.06
** * For Informational Purposes Only ***
Dated Date
Delivery Date
Interest
10,347.38
290,258.31
300,605.69
08/12/2014
08/12/2014
Principal
Redeemed
757,386.90
13,181,528.10
13,938,915.00
Redemption
Premium
5,415.30
5,415.30
Total
767,734.28
14,421,457.77
15,189,192.05
AGENDA ITEM # 6A
AUGUST 11, 2014
Jull8, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFTD1,14REFTD1) Page 15
ESCROW COST
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-l and 2010B Bonds
TD Bank-2.33% (Make-Whole)
***For Informational Purposes Only***
Purchase
Date
Cost of
Securities
Cash
Deposit
08112/2014 15,189,192.05
0 15,189,192.05
Total
Escrow Cost
15,189,192.05
15,189,192.05
AGENDA ITEM# 6A
AUGUST 11, 2014
Jull8, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFTD1,14REFTD1) Page 16
Date
08112/2014
08/18/2014
10/0112014
ESCROW SUFFICIENCY
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-l and 2010B Bonds
TD Bank-2.33% (Make-Whole)
***For Informational Purposes Only***
Escrow
Requirement
767,734.28
14,421,457.77
15,189,192.05
Net Escrow
Receipts
15,189,192.05
15,189,192.05
Excess
Receipts
15,189,192.05
-767,734.28
-14,421,457.77
0.00
Excess
Balance
15,189,192.05
14,421,457.77
AGENDA ITEM# 6A
AUGUST 11,2014
Jul18, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFTD1,14REFTD1) Page 17
Date
08/12/2014
08/18/2014
ESCROW SUFFICIENCY
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-1 and 2010B Bonds
· TD Bank-2.33% (Make-Whole)
***For Informational Purposes Only***
Prior Debt CPRI)
Escrow Net Escrow Excess
Requirement Receipts Receipts
767,734.28 767,734.28
767,734.28 -767,734.28
767,734.28 767,734.28 0.00
Excess
Balance
767,734.28
AGENDA ITEM# 6A
AUGUST 11,2014
Jull8, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFTD1,14REFTD1) Page 18
Date
08112/2014
10/01/2014
ESCROW SUFFICIENCY
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-l and 2010B Bonds
TD Bank-2.33% (Make-Whole)
***For Informational Purposes Only***
Prior Debt #2 (PRI02)
Escrow Net Escrow Excess
Requirement Receipts Receipts
596,885.89 596,885.89
596,885.89 -596,885.89
596,885.89 596,885.89 0.00
Excess
Balance
596,885.89
AGENDA ITEM# 6A
AUGUST 11,2014
Jul18, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFTD1,14REFTD1) Page 19
Date
08/12/2014
10/01/2014
ESCROW SUFFICIENCY
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-I and 2010B Bonds
TD Bank-2.33% (Make-Whole)
***For Informational Purposes Only***
Prior Debt #3 (PRI03)
Escrow Net Escrow Excess
Requirement Receipts Receipts
13,824,571.88 13,824,571.88
13,824,571.88 -13,824,571.88
13,824,571.88 13,824,571.88 0.00
Excess
Balance
13,824,571.88
AGENDA ITEM# 6A
AUGUST 11,2014
Jul18, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFTD1,14REFTD1) Page 20
Total
Escrow Cost
Global Proceeds Escrow:
15,189,192.05
15,189,192.05
Modified
Duration
(years)
ESCROW STATISTICS
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-1 and 2010B Bonds
TD Bank-2.33% (Make-Whole)
***For Infom1ational Purposes Only***
Yield to
Receipt
Date
Yield to
Disbursement
Date
Delive1y date
Arbitrage yield
Perfect
Escrow
Cost
15,189,192.05
I5, 189,192.05
08/I2/2014
2.329602%
Value of
Negative
Arbitrage
0.00
Cost of
Dead Time
0.00
AGENDA ITEM# 6A
AUGUST 11, 2014
Jull8, 2014 12:41 pm Prepared by Dunlap & Associates, Inc. (Finance 7.008 ATLBEACH:WANDS-14REFTD1,14REFTD1) Page 21
COST OF ISSUANCE
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Note, Series 2014 (TD Bank)
Refunding Utilities System Series 2004, 2010A-1 and 2010B Bonds
ID Bank-2.33% (Make-Whole)
***For Informational Purposes Only***
Cost ofissuance $/1000 Amount
Bond Counsel 1.07450 15,000.00
Financial Advisor 1.07450 15,000.00
Bank Counsel 0.42980 6,000.00
Escrow Agent 0.07163 1,000.00
City Attorney 0.35817 5,000.00
Miscellaneous 0.35817 5,000.00
3.36676 47,000.00
Exhibit E
Escrow Deposit Agreement
00362197-3
AGENDA ITEM# 6A
AUGUST 11,2014
ESCROW DEPOSIT AGREEMENT
DRAFT
JULY 16, 2014
AGENDA ITEM# 6A
AUGUST 11, 2014
THIS ESCROW DEPOSIT AGREEMENT, dated as of August 12, 2014, by and between the
CITY OF ATLANTIC BEACH, FLORIDA (the "City"), and WELLS FARGO BANK, N.A., a national
banking association, as Escrow Holder and its successors and assigns (the "Escrow Holder");
WITNESSETH:
WHEREAS, the City has previously authorized and issued its Utilities System Refunding
Revenue Bonds, Series 2004 (the "2004 Bonds"), hereinafter defmed as "2004 Bonds", as to which
the Total Debt Service (as hereinafter defined) is set forth on Schedule A; and
WHEREAS, the City has previously authorized and issued its Utilities System Revenue
Bonds, Series 2010A-1 (the "2010 A-1 Bonds"), hereinafter defined as "2010 A-1 Bonds", as to which
the Total Debt Service (as hereinafter defined) is set forth on Schedule A; arid
WHEREAS, the City has previously authorized and issued its Utilities System Revenue
Refunding Bonds, Series 2010 B (the "2010 B Bonds"), herein after defined as "2010 B Bonds", as to
which the Total Debt Services (as hereinafter defined) is set forth on Schedule A; and
WHEREAS, the 2004 Bonds, the 2010 A-1 Bonds and the 2010 B Bonds are collectively
referred to as the Refunded Bonds; and
WHEREAS, the City has determined to provide for payment of the Total Debt Service of
the Refunded Bonds by depositing with the Escrow Holder an amount which held in cash is at least
equal to such Total Debt Service; and
WHEREAS, the execution of this Escrow Deposit Agreement and full performance of the
provisions hereof shall defease the obligations of the City with respect to the Refunded Bonds;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the City and the Escrow Holder agree as follows:
SECTION 1. DEFINITIONS. As used herein, the following terms mean:
(a) "Agreement" means this Escrow Deposit Agreement.
(b) "Annual Debt Service" means the interest and principal on the Refunding Bonds
coming due in such year as shown on Schedule A attached hereto and made a part hereof.
(c) "Call Date" means with respect to the 2004 Bonds and the 2010 B Bonds, October
1, 2014 and with respect to the 2010A-1 Bonds, August __ , 2014.
(d) "Escrow Account" means the account hereby created and entitled Escrow Account
established and held by the Escrow Holder pursuant to this Agreement, in which cash will be held
00361211-2
AGENDA ITEM# 6A
AUGUST 11, 2014
for eventual payment of the principal of and accrued interest on the Refunded Bonds as they
become due and payable.
(e) "Escrow Holder" means Wells Fargo Bank, N.A., Jacksonville, Florida, and its
successors and assigns.
(f) "Escrow Requirement" means, as of any date of calculation, the sum of cash will be
sufficient to pay the Total Debt Setvice on the Refunded Bonds in accordance with Schedule A.
(g) "2004 Bonds" means the outstanding City of Atlantic Beach, Florida, Utilities System
Revenue Refunding Bonds, Series 2004, originally issued in the aggregate amount of $19,500,000, as
identified on Schedule A attached hereto.
(h) "2010A-1 Bonds" means the outstanding City of Atlantic Beach, Florida, Utilities
System Revenue Bonds, Series 2010A-1, originally issued in the aggregate amount of $892,560, as
identified on Schedule A attached hereto.
(i) "201 0 B Bonds" means the outstanding City of Atlantic Beach, Florida Utilities
System Revenue Refunding Bonds, Series 2010 B, originally issued in the aggregate amount of
$690,000, as identified in Schedule A attached hereto.
G) "Total Debt Service" means the sum of the principal, premium and interest
remaining unpaid with respect to the Refunded Bonds in accordance with Schedule A attached
hereto.
SECTION 2. DEPOSIT OF FUNDS. The City hereby deposits $ with the
Escrow Holder for deposit into the Escrow Account, in immediately available funds, which funds
the Escrow Holder acknowledges receipt of, to be held in irrevocable escrow by the Escrow Holder
separate and apart from other funds of the Escrow Holder and applied solely as provided in this
Agreement. The City represents that such funds are at least equal to the Escrow Requirement as of
the date of such deposit.
SECTION 3. USE AND INVESTMENT OF FUNDS. The Escrow Holder
acknowledges receipt of the sum described in Section 2 and agrees:
(a) to hold the funds in irrevocable escrow during the term of this Agreement for the
sole benefit of the holders of the Refunded Bonds;
(b) to hold such funds in cash in accordance with the terms of this Agreement for the
payment of the Refunded Bonds;
SECTION 4. PAYMENT OF BONDS AND EXPENSES.
(a) 2004 Bonds. Unless the Escrow Account is earlier transferred to the Paying Agent as
provided in Section 5 (c) hereof, on the dates and in the amounts set forth on Schedule A, the
Escrow Holder shall transfer to Wells Fargo Bank, N.A., the Paying Agent for the 2004 Bonds (the
"Paying Agent"), in immediately available funds solely from amounts available in the Escrow
00361211·2 2
AGENDA ITEM # 6A
AUGUST 11, 2014
Account, a sum sufficient to pay that portion of the Annual Debt Service for the 2004 Bonds
coming due on the dates as shown on Schedule A.
(b) 2010A-1 Bonds and 2010 B Bonds. On the dates and in the amounts set forth on
Schedule A, the Escrow Holder shall transfer to SunTrust Bank, the holder of the 2010A-1 Bonds,
and to Branch Banking and Trust Company, the holder of the 2010 B Bonds, in immediately
available funds solely from amounts available in the Escrow Account, a sum sufficient to pay the
principal of, redemption premium (2010A-1 Bonds), and the interest on the 2010A-1 and 2010 B
Bonds on the dates as shown on Schedule A.
(c) Surplus. After transferring the amounts on deposit in the Escrow Account to the
holders of the 2010A-1 Bonds and the 2010 B Bonds and after making the payments from the
Escrow Account described in Subsection 4(a) above, the Escrow Holder shall retain in the Escrow
Account any remaining cash in the Escrow Account in excess of the Escrow Requirement until the
termination of this Agreement, and shall then pay any remaining funds to the City.
SECTION 5. NO REINVESTMENT OF FUNDS.
(a) The Escrow Holder shall have no power or duty to invest any funds held under this
Agreement.
(b) Notwithstanding any provision contained in this agreement, upon receipt of the
written direction of the City Manager, the Escrow Agent shall transfer to the Paying Agent for the
2004 Bonds and the holders of the 2010A-1 Bonds and 2010 B Bonds the cash on deposit in the
Escrow Account. Any funds remaining in the Escrow Account shall be transferred to the City.
SECTION 6. REQUIRED NOTICES. The Escrow Agent shall cause notices to be given
of such redemption of the 2004 Bonds at such time and in such mariner as provided by the
ordinance authorizing the issuance of the 2004 Bonds. Such notice shall be in substantially the form
set forth as Exhibit 1, attached hereto.
The Escrow Agent shall also cause a Notice of Refunding and Defeasance to be mailed to each
Registered Owner of the 2004 Bonds not more than 30 business days after the date of the establishment
of the Escrow Deposit Ttust Fund. Such notice shall be in substantially the form set forth as Exhibit 2,
attached hereto.
SECTION 7. INDEMNITY. To the extent permitted by law, the City hereby assumes
liability for, and hereby agrees to indemnify, protect, save and keep harmless the Escrow Holder and its
respective successors, assigns, agents and se1vants, from and against any and all liabilities, obligations,
losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including
reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on,
incurred by, or asserted against at any time, the Escrow Holder (whether or not also indemnified against
the same by the City or any other person under any other agreement or instrument) and in any way
relating to or arising out of the execution and delivety of this Agreement, the establishment of the
Escrow Account established hereunder, the acceptance of the funds deposited therein, and any
payment, transfer or other application of funds by the Escrow Holder in accordance with the
provisions of this Agreement; provided, however, that the City shall not be required to indemnify the
00361211-2 3
AGENDA ITEM# 6A
AUGUST 11,2014
Escrow Holder against its own negligence or willful misconduct. In no event shall the City be liable to
any person by reason of the transactions contemplated hereby other than to the Escrow Holder as set
forth in this Section. The indemnities contained in this Section shall survive the termination of this
Agreement and the resignation or removal of the Escrow Holder. The Escrow Holder shall not be
liable for any deficiencies in the amounts necessa1y to pay the Escrow Requirement. Furthermore, the
Escrow Holder shall not be liable for the accuracy of the calculation as to the sufficiency of moneys to
pay the Escrow Requirement.
SECTION 8. RESPONSIBILITIES OF ESCROW HOLDER; AGENTS, ETC. The
Escrow Holder and its respective successors, assigns, agents and se1vants shall not be held to any
personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and
deliveq of this Agreement, the establishment of the Escrow Account, the acceptance of the funds
deposited therein, the retention of such funds or for any payment, transfer or other application of
moneys by the Escrow Holder in accordance with the provisions of this Agreement or by reason of
any non-negligent or non-willful act, omission or error of the Escrow Holder made in good faith in the
conduct of its duties. The Escrow Holder shall, however, be responsible for its negligent or willful
failure to comply with its duties required hereunder, and its negligent or willful acts, omissions or errors
hereunder. The duties and obligations of the Escrow Holder shall be determined by the express
provisions of this Agreement and no implied duties or obligation shall be read into this Agreement
against the Escrow Holder. The Escrow Holder may consult with counsel, who may or may not be
counsel to the City, at the City's expense and in reliance upon the opinion of such counsel shall have full
and complete authorization and protection in respect of any action taken, suffered or omitted by it in
good faith in accordance therewith. Whenever the Escrow Holder shall deem it necessaq or desirable
that a matter be proved or established prior to taking, suffering or omitting any action under this
Agreement, such matter may be deemed to be conclusively established by a certificate signed by an
authorized officer of the City.
The Escrow Holder has the right to perform any of its duties hereunder through agents,
attorneys, custodians or nominees.
SECTION 9. RESIGNATION OF ESCROW HOLDER. The Escrow Holder may
resign and thereby become discharged from the duties and obligations hereby created, by notice in
writing given to the City, any rating agency then providing a rating on the 2004 Bonds and the Paying
Agents for the Refunded Bonds not less than thirty (30) days before such resignation shall take effect.
Such resignation shall not take effect until the appointment of a new Escrow Holder hereunder.
SECTION 10. REMOVAL OF ESCROW HOLDER.
(a) The Escrow Holder may be removed at any time by an instrument or concurrent
instmments in writing, executed by the holders of not less than fifty-one percent (51%) in aggregate
principal amount of the Refunded Bonds then outstanding, such instmments to be filed with the City,
and notice in writing given by such holders to the original purchaser or purchasers of the Bonds not
less than thirty (30) days before such removal is to take effect as stated in said instrument or
instmments. A photographic copy of any instmment filed with the City under the provisions of this
paragraph shall be delivered by the City to the Escrow Holder.
00361211-2 4
AGENDA ITEM# 6A
AUGUST 11,2014
(b) The Escrow Holder may also be removed at any time for any breach of trust or for acting
or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of this
Agreement with respect to the duties and obligations of the Escrow Holder by any court of competent
jurisdiction upon the application of the City or the holders of not less than five percentum (5%) in
aggregate principal amount of the Refunded Bonds then outstanding.
(c) The Escrow Holder may not be removed until a successor Escrow Holder has been
appointed in the manner set forth herein.
SECTION 11. SUCCESSOR ESCROW HOLDER.
(a) If at any time hereafter the Escrow Holder shall resign, be removed, be dissolved or
othenvise become incapable of acting, or shall be taken over by any governmental official, agency,
department or City, the position of Escrow Holder shall thereupon become vacant. If the position of
Escrow Holder shall become vacant for any of the foregoing reasons or for any other reason, the
City shall appoint an Escrow Holder to fill such vacancy. The City shall mail a notice of any such
appointment made by it to the Holders of the 2004 Bonds within thirty (30) days after such
appointment.
(b) At any time within thirty (30) days after such vacancy shall have occurred, the holders
of a majority in principal amount of the Refunded Bonds then outstanding, by an inshument or
concurrent inshuments in writing, executed by either group of such bondholders and filed with the
governing body of the City, may appoint a successor Escrow Holder, which shall supersede any
Escrow Holder theretofore appointed by the City. Photographic copies of each such instrument shall
be delivered promptly by the City, to the predecessor Escrow Holder and to theEscrow Holder so
appointed by the holders of the Refunded Bonds. In the case of conflicting appointments made by
holders of the Refunded Bonds under this paragraph, the first effective appointment made during the
one year period shall govern.
(c) If no appointment of a successor Escrow Holder shall be made pursuant to the
foregoing provisions of this Section, the holder of any Refunded Bonds then outstanding, or any
retiring Escrow Holder may apply to any court of competent jurisdiction to appoint a successor
Escrow Holder. Such court may thereupon, after such notice, if any, as such court may deem proper
and prescribe, appoint a successor Escrow Holder.
(d) Any cotporation or association into which the Escrow Holder may be converted or
merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust
business and assets as a whole or substantially as a whole, or any cotporation or association resulting
from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall
be and become successor Escrow Holder hereunder and vested with all the hust, powers, discretions,
immunities, privileges and all other matters as was its predecessor, without the execution or filing of
any inshument or any further act, deed or conveyance on the part of any parties hereto, anything
herein to the contraty notwithstanding, provided that such successor Escrow Holder assume in writing
all the h<-lst, duties and responsibilities of tl1e Escrow Holder hereunder.
00361211-2 5
AGENDA ITEM# 6A
AUGUST 11, 2014
SECTION 12. PAYMENT TO ESCROW HOLDER. The Escrow Holder hereby
acknowledges that it has agreed to accept compensation under the Agreement in the sum of payable
upfront, for services to be performed by the Escrow Holder pursuant to this Agreement,. out-of-
pocket expenses and legal expenses to be reimbursed at cost from legally available funds of the City.
The Escrow Holder shall have no lien or claim against funds in the Escrow Account for payment
of obligations due it under this Section.
SECTION 13. TERM. This Agreement shall commence upon its execution and delivery and
shall terminate when the Refunded Bonds have been paid and discharged in accordance with the
proceedings authorizing the Refunded Bonds, except as provided in Section 10.
SECTION 14. SEVERABILITY. If any one or more of the covenants or agreements
provided in this Agreement on the part of the City or the Escrow Holder to be performed should be
determined by a court of competent jurisdiction to be contrary to law, such covenant or agteem~nts
herein contained shall be null and void and shall in no way affect the validity of the remaining
provisions of this Agreement.
SECTION 15. AMENDMENTS TO THIS AGREEMENT. This Agreement is made for the
benefit of the City and the holders fro11:1 time to time of the Refunded Bonds and it shall not be
repealed, revoked, altered or amended in whole or in part without the written consent of all affected
holders, the Escrow Holder and the City; provided, however, that the City and the Escrow Holder may,
without the consent of, or notice to, such holders, enter into such agreements supplemental to this
Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with
the terms and provisions of this Agreement, for any one or mote of the following purposes:
(a) to cure any ambiguity or fotmal defect or omission in this Agreement;
(b) to grant to, or confer upon, the Escrow Holder, for the benefit of the holders of the
Refunded Bonds any additional rights, remedies, powers. or authority that may lawfully be granted
to, or conferred upon, such holders or the Escrow Holder;
(c) to subject to this Agreement additional funds, securities or properties; and
(d) to accommodate the transfer of the funds to the Escrow Holder pursuant to the
provisions hereof.
The Escrow Holder shall, at its option, be entitled to request at the City's expense and rely
exclusively upon an opinion of nationally recognized attorneys on the subject of municipal bonds
acceptable to the City with respect to compliance with this Section, including the extent, if any, to which
any change, modification, addition or elimination affects the rights of the holders of the Refunded
Bonds or that any instrument executed hereunder complies with the conditions and provisions of this
Section.
SECTION 16. COUNTERPARTS. This Agreement may be executed in several counte1parts,
all or any of which shall be regarded for all purposes as one original and shall constitute and be but
one and the same instrument.
00361211-2 6
AGENDA ITEM# 6A
AUGUST 11, 2014
SECTION 17. GOVERNING LAW. This Agreement shall be construed under the laws of
the State of Florida.
[Remainder of page intentionally left blank]
00361211-2 7
AGENDA ITEM # 6A
AUGUST 11,2014
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of
the date flrst above written.
ATTEST:
By:-------------
Title:
00361211-2 8
CITY OF ATLANTIC BEACH, FLORIDA
By:-------------
Name: Nelson VanLiere
Title: City Manager
WELLS FARGO BANK, N.A., Escrow
Holder
By: ____ ~---------------------
Name:
Title: ------------------------------
Period Ending
10/01/2014
SCHEDULE A
TOTAL DEBT SERVICE
FOR
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Bonds, Series 2004
Principal Interest Total
$ $ $
City of Atlantic Beach, Florida
Utilities System Revenue Bonds, Series 2010 A Bonds
AGENDA ITEM# 6A
AUGUST 11, 2014
Period Ending Principal Interest Redemption
Premium
Total
10/01/2014 $ $ $ $
City of Atlantic Beach, Florida
Utilities System Revenue Refunding Bonds, Series 2010 B Bonds
Period Ending Principal Interest Total
8/22/2014 $ $ $
00361211-2 9
Exhibit1:
NOTICEOFREDEMYnON
CITY OF ATLANTIC BEACH, FLORIDA
UTILITIES SYSTEM REVENUE REFUNDING BONDS,
SERIES2004
Dated: August 18, 2014
Maturing: October 1, 2015 through October 1, 2025
AGENDA ITEM# 6A
AUGUST 11, 2014
NOTICE IS HEREBY GIVEN, on behalf of the City of Atlantic Beach, Florida, that the
outstanding Series 2004 Bonds maturing in the years 2015 through 2025, inclusive, will be redeemed
on October 1, 2014, at the redemption price of the principal amount of each Series 2004 Bond to be
redeemed together with interest accrued thereon to October 1, 2014.
The Series 2004 Bonds to be redeemed are:
Maturity Principal Interest Redemption CUSIPNo.
(Octob~r 1) Amount Price
2015 $ 940,000 $ 100% 04825P BB4
2016 975,000 100% 04825P BC2
2017 1,010,000 100% 04825P BDO
2018 1,050,000 100% 04825P BE8
2019 1,090,000 100% 04825P BF5
2020 1,130,000 100% 04825P BG3
2021 1,185,000 100% 04825P BH1
2022 1,235,000 100% 04825P BJ7
2023 1,285,000 100% 04825P BK4
2024 1,340,000 100% 04825P BL2
2025 1,400,000 100% 04825P BMO
Payment of the redemption price, including accmed interest on such Series 2004 Bonds to
the date of redemption will be made on or after such redemption date at the office of the Paying
Agent for the Series 2004 Bonds upon surrender thereof. Interest on such Series 2004 Bonds will
cease to accrue from and after such redemption date.
NOTE: The CUSIP numbers appearing herein have been included solely for the convenience
of holders of the Series 2004 Bonds. No representation has been made as to the correctness or
accuracy of the CUSIP numbers, either as printed on the Series 2004 Bonds or as contained in this
Notice of Redemption.
00361211-2 10
AGENDA ITEM #6A
AUGUST 11,2014
IMPORTANT TAX INFORMATION. Under the Jobs and Growth Tax Relief
Reconciliation Act of 2003, the Paying Agent may be required to withhold 28% of any redemption
proceeds (including accrued interest) made to the holders of the referenced Series 2004 Bonds who
fail to provide and certify under penalty of perjury, a correct taxpayer identification number on or
before the date the Series 2004 Bonds are presented for payment. Those holders who are required to
provide their correct taxpayer identification number or Internal Revenue Se1vice Form W-9 and
who fail to do so may also be subject to a penalty.
DATED this 12th day of August, 2014.
00361211-2 11
Exhibit2
NOTICE OF CURRENT REFUNDING AND DEFEASANCE
CITY OF ATLANTIC BEACH, FLORIDA,
AGENDA ITEM# 6A
AUGUST 11,2014
UTILITIES SYSTEM REVENUE REFUNDING BONDS, SERIES 2004
NOTICE IS HEREBY GIVEN, that the City of Atlantic Beach, Florida has inevocably
deposited with Wells Fatgo Bank, N.A, as Escww Agent (the "Esctow Agent"), in trust, and inevocably
set aside fat such payment, sufficient moneys to pay the principal of and interest thereon to the
redemption of the City of Atlantic Beach, Florida, Utilities Revenue Refunding Bonds, Series, 2004
maturing in the years 2015 thtough 2025, inclusive (the "Refunded Series 2004 Bonds").
The Refunded Series 2004 Bonds consist of the following:
Maturi~ Principal Interest Redemption CUSIPNo.
(October 1) Amount Price
2015 $ 940,000 $ 100% 04825P BB4
2016 975,000 100% 04825P BC2
2017 1,010,000 100% 04825P BDO
2018 1,050,000 100% 04825P BE8
2019 1,090,000 100% 04825P BF5
2020 1,130,000 100% 04825P BG3
2021 1,185,000 100% 04825P BH1
2022 1,235,000 100% 04825P BJ7
2023 1,285,000 100% 04825P BK4
2024 1,340,000 100% 04825P BL2
2025 1,400,000 100% 04825P BMO
The Refunded Series 2004 Bonds have been refunded, and will be redeemed on October 1,
2014, at a price equal to the principal amount of such bonds to be redeemed, plus accrued interest.
At such time the lien of the Refunded Series 2004 Bonds on the Pledged Revenues will be defeased.
A notice of redemption will be mailed to the registered owners of the Refunded Series 2004
Bonds at least thirty days prim to the scheduled redemption date of October 1, 2014.
WELLS FARGO BANK, NA., as Escrow Agent
This notice is fat your information only; you are not required to take any action at this time.
00361211-2 12