Resolution No. 10-16 v RESOLUTION NO. 10 -16
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
ATLANTIC BEACH, FLORIDA; SUPPLEMENTING ORDINANCE
NO. 15- 10 -12; AUTHORIZING THE ISSUANCE OF $892,560
UTILITIES SYSTEM REVENUE BONDS, SERIES 2010A -1 AND
$9,137,440 UTILITIES SYSTEM SUBORDINATED REVENUE
BONDS, SERIES 2010A -2; AUTHORIZING AWARD OF THE
BONDS TO SUNTRUST BANK FOLLOWING SOLICITATION OF
COMPETITIVE PROPOSALS; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the City Commission of the City of Atlantic Beach, Florida (the
"City ") has determined to finance the costs of sewer and plant upgrades to the City's
utility system (the "Project ") and has enacted Ordinance No. 15 -10 -12 (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 SunTrust Bank (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 in this resolution shall have the
meanings as defined in the Loan Agreement.
Section 3. SALE OF BONDS.
(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
Bonds is in the best interest of the City because of the small size of the issue, the
uncertainty of the bond market for issues of this type, and the flexibility available in
structuring the Bonds and their terms.
(B) The City has solicited proposals for purchase of the Bonds from
area commercial banks and has determined that the proposal of the Bank, dated
November 22, 2010 and attached hereto as Exhibit A, 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 Bonds to the
Bank, upon the marketing terms of the Bonds, 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 B, with
such modifications to the terms of the Loan Agreement as are set forth therein. The
Bonds shall be issued in substantially the forms set forth in Exhibit C -1 and C -2
hereto.
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Section 4. NECESSARY ACTION. The Mayor and the City Clerk of the City
are authorized and directed to execute and deliver the Loan Agreement and the Bonds
substantially in the forms attached, upon payment of the purchase price without
further authority from the City Commission. The Mayor and City Clerk and City
Manager are designated as the agents of the City in connection with the issuance and
delivery of the Bonds 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 and the Bonds, and which are not inconsistent with
the terms and provisions of the Ordinance, this Resolution and the Loan 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 /day of December 2010.
CITY OF ATLANTIC BEACH, FLORIDA
By: `
Mike Borno
Mayor
Approved as to form, sufficiency
And correctness:
�I46
By: Jar'
1: ' . Jensen
• Attorney
ATTEST:
By:
40 a SIM
Donna L. Bartle
City Clerk
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EXHIBITS
TO
RESOLUTION
Exhibit A - November 22, 2010 Proposal of SunTrust Bank
Exhibit B - Loan Agreement
Exhibit C - Bond Form
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EXHIBIT A
TO
RESOLUTION NO. 10 -16
Proposal to
City of Atlantic Beach Florida
Variable Tax - Exempt Subordinated Utility Revenue Note, Series 2010A
Fixed Rate Parity Utility Revenue Bonds, Series 2010A
November 22, 2010
1
City of Atlantic Beach, Florida
Variable Tax - Exempt Subordinated Utility Revenue Note, Series 2010A
Fixed Rate Parity Utility Revenue Bonds, Series 2010A
November 22, 2010
Proposal for
City of Atlantic Beach, Florida
History of SunTrust
SunTrust backs its relationships with nearly two centuries of commitment that dates back to
its 1811 start in Virginia. SunTrust is a publicly- traded company with assets of over $174.7
billion as of September 30, 2010. SunTrust is ranked the 8 largest Commercial Bank in the
United States by total deposits and as of November 16, 2010, maintains:
• Senior Long -Term Debt Ratings of A3 (Moody's) and BBB+ (S &P), and Short-Term
Ratings of P -2 (Moody's) and A -2 (S &P) with stable outlooks.
• Equity Market Capitalization of $11.648 billion.
• Tier 1 Common Equity - 7.92 %, Tier 1 Capital - 13.51% and Total Capital of 16.96 %.
• Over 28,000 employees with 1670 branches and 2928 ATM's in 11 states in the Mid -
Atlantic and Southeastern United States.
Additional information about SunTrust can be accessed through the corporate website:
https:// www. suntrust .com/portal /server.pt/community /investor relations /959
II. Past Record of Experience and Professional Accomplishments
SunTrust's Not - for - Profit & Government segment focusing on educational facilities,
governmental bodies and non - profit entities. NFP &G operates across the SunTrust footprint
from the greater Washington D.C. area to Miami. With close to 5,000 clients and
approximately 45 dedicated and experienced professionals, we are committed to building long
lasting relationships with our clients as they continue their successful growth.
Banking Proposal
1. Provider:
SunTrust Bank
76 South Laura Street, Suite 20
Jacksonville, Florida 32202
Principal Contact Information:
Lisa Hayes Phone: 904 - 632 -2599
Senior Vice President Facsimile: 904 - 632 -2780
SunTrust Bank
76 South Laura Street, Suite 20
Jacksonville, Florida 32202
Lisa.Hayes@SunTrust.com
2. Interest Rates:
City of Atlantic Beach, Florida
Variable Tax - Exempt Subordinated Utility Revenue Note, Series 2010A
Fixed Rate Parity Utility Revenue Bonds, Series 2010A
November 22, 2010
$892,560 Fixed Rate Tax - Exempt Parity Utility Revenue Bonds, Series 2010A:
Fixed interest rate provided includes a 45 -day lock.
Interest Rate Quotes — November 22, 2010
Fixed Interest Rates NOT Subject to Prepayment Penalty:
Amortization Term BQ Rate
Bank Qualified 15 years 15 years 3.59%
Bank Loan
$9,137,440 Variable Rate Tax - Exempt Subordinated Utility Revenue Note, Series 2010A
Amortization Term BQ Rate
Bank Qualified 20 years Up to 5- 67% (one
Bank Loan year put month
LIBOR +
3.75 %), as
adjusted
As of November 22, 2010, the variable rate about approximate 2.68%
3. Fees and Expenses:
Legal fees shall be for the account of the Issuer and shall be capped at $4,000. We propose
using the following Bank Counsel for review of documentation:
Warren Bloom/Rhonda Bond - Collins
Greenberg, Traurig, LLP
450 S. Orange Avenue
Suite 650
Orlando, Florida 32801
bond- collinsr(gtlaw.com
Phone: (407) 418 -2437
Facsimile: (407) 650 -8465
4. The Bank has provided the County with interest rate options that provide for
prepayment without penalty. If preferred, Bank can provide a fixed rate portion on Facility B
to include standard make -whole language for early repayment of principal. The standard
make -whole language is outlined below:
Prepayment Language
Should the County elect an interest rate subject to prepayment penalty, the following
prepayment penalty language shall be used:
City of Atlantic Beach, Florida
Variable Tax - Exempt Subordinated Utility Revenue Note, Series 2010A
Fixed Rate Parity Utility Revenue Bonds, Series 2010A
November 22, 2010
The fee shall be equal to the present value of the difference between (1) the amount that would
have been realized by SunTrust on the prepaid amount for the remaining term of the loan at the
Federal Reserve H.15 Statistical Release rate for fixed -rate payers in interest rate swaps for a
term corresponding to the term of the Note, interpolated to the nearest month, if necessary, that
was in effect three Business Days prior to the origination date of the Note and (2) the amount
that would be realized by SunTrust by reinvesting such prepaid funds for the remaining term of
the loan at the Federal Reserve H.15 Statistical Release rate for fixed -rate payers in interest
rate swaps, interpolated to the nearest month, that was in effect three Business Days prior to
the loan repayment date; both discounted at the same interest rate utilized in determining the
applicable amount in (2). Should the present value have no value or a negative value, the
Borrower may repay with no additional fee. Should the Federal Reserve no longer release rates
for fixed -rate payers in interest rate swaps, SunTrust may substitute the Federal Reserve H.15
Statistical Release with another similar index. SunTrust shall provide the Borrower with a
written statement explaining the calculation of the premium due, which statement shall, in
absence of manifest error, be conclusive and binding.
5. See Annex 1 for Conditions —
In summary, bonds shall be issued as outlined in existing Utilities System Revenue
Bond Resolution.
SUMMARY TERMS AND CONDITIONS — ANNEX 1
November 22, 2010
City of Atlantic Beach, Florida
Variable Tax - Exempt Subordinated Utility Revenue Note, Series 2010A
Fixed Rate Parity Utility Revenue Bonds, Series 2010A
November 22, 2010
Borrower: City of Atlantic Beach, Florida Utilities System (the "Borrower ") below:
Lender: SunTrust Bank (the "Bank ")
Facility: A. Variable Rate Non - Revolving Line of Credit through
conversion to term phase to commence on December 1, 2011, concurrent
with the initial principal payment.
B. A term loan in a single drawdown on the closing date
(the "Term
Loan ")
Loan Amount: A. Up to $9,137,440
B. Up to $892,560
Purpose: Finance various improvements to the City's Utility System.
Maturity Date: A. 5 year put
B. 15 years
Interest Rate: A. Variable Rate Tax - Exempt Bank Qualified Rate:
67% (one month LIBOR + 3.75 %), as adjusted.
B. Tax - exempt Bank Qualified Fixed Interest Rate
Loan Term Amortization Prepayment Amount Rate Type Rate
Option
B 15 years No penalty $892,560 BQ 3.59%
The rates quoted above:
1. Are based on a 30/360 day year
2. May be repaid at any time without penalty
3. Have been locked in for a 45 -day period from November 22, 2010
Repayments: Interest:
Interest shall be payable semi - annually.
Principal:
5
City of Atlantic Beach, Florida
Variable Tax - Exempt Subordinated Utility Revenue Note, Series 2010A
Fixed Rate Parity Utility Revenue Bonds, Series 2010A
November 22, 2010
Variable payment schedule with annual installments of principal plus
accrued interest to approximate a level payment schedule based on
prevailing interest rate and underlying amortization. Initial principal
payment shall be on December 1, 2011. A final payment of unpaid
principal and interest shall be due at maturity.
Security: A. Subordinate lien on (i) the Net Revenues derived from the
Utility System; (ii) Capital Facilities Charges, (iii) the money on deposit
in certain Funds and Account establish pursuant to the Bond Ordinance,
and (iv) certain Investment Earnings (all known as the "Pledged
Revenues ").
B. Series 2010A Bonds will be issued as parity debt with the Utility
Revenue Refunding Bonds, Series 2004 secured by water and sewer
utility - pledge of and lien on (i) the Net Revenues derived from the
Utility System; (ii) Capital Facilities Charges, (iii) the money on deposit
in certain Funds and Account establish pursuant to the Bond Ordinance,
and (iv) certain Investment Earnings (all known as the "Pledged
Revenues ").
Conditions: 1. Rate covenant and additional bonds test pursuant to Utilities System
Revenue Bond Resolution at minimum coverage of 1 x (A)
2. Rate covenant and additional bonds test pursuant to existing Utilities
System Revenue Bond Resolution (B)
3. Submission to SunTrust — Project Authorization for
Reimbursement
issued November 2010 (A)
4. Submission of Certified Coverage Test by Auditor that DSC of
1.10x
shall be in compliance for senior debt and 1.0x for senior plus
subordinated debt.
Representations
and Warranties: Usual and customary for the Bank in transactions of this type
Affirmative
Covenants: Usual and customary for Bank in transactions of this type, including
without limitation: (i) delivery of updated financial information, including
but not limited to current financial statements in form satisfactory to
6
City of Atlantic Beach, Florida
Variable Tax- Exempt Subordinated Utility Revenue Note, Series 2010A
Fixed Rate Parity Utility Revenue Bonds, Series 2010A
November 22, 2010
SunTrust and other additional information, reports or schedules (financial
or otherwise), all as the Bank may request
The tax- exempt interest rates quoted herein take into consideration a
corporate tax rate of 35 %. In the event of a change in the maximum
corporate tax rate, the Bank shall have the right to adjust the interest rate
in order to maintain the same after tax yield.
The Bank shall have the right to adjust the tax- exempt interest rate in
order to maintain the same after tax yield if any amendments to existing
law are enacted which would adversely affect the Bank's after tax yield
including any "determination of taxability" as will be defined in the loan
documentation.
Negative
Covenants: Usual and customary of Bank in transactions of this type, including
without limitation restrictions on liens, additional indebtedness and
dividend payments if an event of default exists
Events of
Default: Usual and customary for Bank in transactions of this type, including
without limitation: (i) failure to pay principal when due; failure to pay any
amount owed under the loan documents, (ii) breach of any covenants, (iii)
the breach of any representation or warranty, (iv) cross - default to any
other agreement in connection with the Facility and any other
indebtedness to the Bank (including any hedging agreement executed with
the Bank), (v) failure to pay any amount owed to any creditor other than
Bank under a written agreement calling for payment of money, (vi)
bankruptcy or insolvency (whether voluntary or involuntary) of any
Obligor, (vii) death, declaration of incompetency, dissolution, liquidation,
merger, consolidation, termination or suspension of business of any
Obligor; (viii) a change in control affecting any Obligor, (ix) a
determination by Bank of the occurrence of a material adverse change in
the financial condition of any Obligor, (x) if secured, any impairment or
deterioration of the value of any collateral; (xi) the sale of all or
substantially all of the assets of any Obligor other than in the ordinary
course of business; (xii) any other act or circumstance that makes Bank
insecure.
Conditions
7
City of Atlantic Beach, Florida
Variable Tax - Exempt Subordinated Utility Revenue Note, Series 2010A
Fixed Rate Parity Utility Revenue Bonds, Series 2010A
November 22, 2010
Precedent: The making of the initial loan will be subject to the following conditions:
(i) the execution and delivery of definitive loan documentation acceptable
to the Bank and the Borrower; (ii) the delivery of certified copies of
organizational documents (including bylaws), authorizing resolutions of
board of directors, and incumbency certificate for the Borrower; (iii) the
delivery of good standing certificates issued by the secretary of state of the
jurisdiction of incorporation of the Borrower is qualified to do business;
(iv) no material adverse change in the business, results of operations,
prospects, properties or financial condition of the Borrower or of the
Borrower since September 30,
2009; and (v) delivery of a favorable opinion of counsel for the Borrower
in form and content satisfactory to the Bank in tax - exempt financings of
this nature.
The making of each loan shall be subject to accuracy of representations
and warranties as of the date of such loan and no event of default or
incipient
default under the Facility shall have occurred and be continuing as of the
date of such loan or would result from the making of such loan.
Expenses and
Indemnification: The borrower will pay all reasonable costs and expenses of the Bank
including, without limitation, the reasonable fees, charges and
disbursements
of the Bank's counsel (including in -house counsel) in connection with the
preparation, administration and enforcement of all documentation
executed in
connection with the Facilities.
It is proposed the following Bank counsel be used:
Warren Bloom/Rhonda Bond - Collins
Greenberg, Traurig, LLP
450 S. Orange Avenue
Suite 650
Orlando, FL 32801
Legal costs for review of documents shall be capped at $4,000 for
account of the Issuer.
8
City of Atlantic Beach, Florida
Variable Tax - Exempt Subordinated Utility Revenue Note, Series 2010A
Fixed Rate Parity Utility Revenue Bonds, Series 2010A
November 22, 2010
Governing Law and
Jurisdiction: State of Florida
This Summary of Terms is intended as an outline of certain material terms of the Facility
and does not purport to describe all of the terms and conditions, representations and
warranties, covenants and other provisions that could be contained in the definitive loan
documentation relating to the Facility.
9
CITY OF ATLANTIC BEACH, FLORIDA
PROPOSAL FORM
Formula/Interest Rate
$9,137,440 Variable Rate Tax - Exempt
Subordinated Utility Revenue Notes,
Series 2010A Pre - payable anytime 1-At 6 ` (Leo (4ti4- 0011'0,1
(with a 20 -year
Amortization schedule) /4)] ( ,q4,2,itts ,q4,2,1 t Old 4- 3, IS 70 )
tin d) ti p,zp -oro (a ? ?,,
$892,560 Fixed Rate Tax - Exempt
Parity Utility Revenue Bonds,
Series 2010A (with a-QO year
Amortization-schedule) `7 , 5 ) 0 ► r C l Lt e -S S - d G. io(+. - )
X1/104, r h) 1 - rah- Cella i.(e I
vv, c�,, hw, s = ° I l 3 t1/) f o v? tr n 1;^ I WC, ALAI - "
h fij
Requirements: (1) S s s i, e4 i . t vim ' Will Comply:
el v'hk e I,tckhv
All expenses included in proposed rate. Yes No X Ct- O Zv Pv i'"
Bid good thru December 31, 2010. Yes X No 0, G t * s - tt
THIS BID MUST BE SIGNED BY A PERSON AUTHORIZED TO ACT FOR THE COMPANY IN
HIS/HER OWN NAME
-G, n
Typed Name and Title Date
Xl JA (1 -'1 . 11 1 0{7 ---
Signature
m 01 V o1. S TV ilk -
Firm Name
-lc28,1‘1onvi . 3
City State Zip Code
Telephone Number Business Hours
* Not -to exceed
9
SWORN STATEMENT UNDER SECTION 287.133 (3) (A)
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
This form must be signed in the presence of a Notary Public or other Officer authorized to administer oaths.
1. This sworn statement is submitted to: t:l _f irf Li ti
(Print name of the Public Entity.)
by: A 'Set (l, 11 0.41 eS f V 19
l/ (Print individual's name and title.)
for: S(, 416A 6A s
(Print name of Enti submitting sworn statement.)
whose business address is: 76 f o , A it, 1t,. Endo e
J Ades ,hC. 3zzoZ
and, if applicable, its Federal Employer Identification Number (FEIN) is Se. 0 `r' 6 3 3 0
(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 record 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.
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.
10
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 subsequent 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 INFORMATION CONTAINED IN THIS FORM.
) SA.. 6 40'
Signature /
1f. LZ - 1,6 it)
Date
STATE OF e't
COUNTY OF I i t,t i.1
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
who, after first being sworn by me, affixed his/her signature in
(Name of individual signing.)
the space provided above on this day of A ; 6 tie tt- - ?T , 20 / (.)
. //
NOTARY PUBLIC
My commission expires: 4 4. "'" ?' . ` � PEGGY A. SMITH
r NOWy Public - State of Florida •
• + • My Comm. Expires Sep 20, 2013
Commission #E DD 926572
1 • 's M� �• Bonded Through National Notary Assn
I
EXHIBIT B
TO
RESOLUTION NO. 10 -16
LOAN AGREEMENT
between
CITY OF ATLANTIC BEACH, FLORIDA
and
SUNTRUST BANK
Dated as of December 14, 2010
$892,560
UTILITIES SYSTEM REVENUE BONDS
SERIES 2010A -1
and
$9,137,440
UTILITIES SYSTEM SUBORDINATED REVENUE BONDS
SERIES 2010A -2
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement "), dated as of December 14, 2010,
by and between the CITY OF ATLANTIC BEACH, FLORIDA (the "City "), a municipal
corporation under the laws of the State of Florida, and SUNTRUST BANK,
Jacksonville, Florida (the "Lender "),
WITNESSETH:
WHEREAS, the City has, by adoption of Ordinance No. 15 -10 -12 (the
"Ordinance ") on December 13, 2010, authorized the financing of the Project by a loan
(the "Loan") in the amount of $10,030,000 from the Lender; and
WHEREAS, the City has, by Resolution No. 10 -16, adopted on December 13,
2010 (the "Resolution ") determined to obtain the Loan from the Lender;
NOW THEREFORE, in consideration of the premises and the respective
representations and covenants herein contained, the parties hereto agree as follows:
Section 1. Definitions. All terms defined in the Original Ordinance shall
have the same meaning herein, unless the context otherwise expressly requires. The
following terms in this Agreement shall have the following meanings, unless the
context otherwise expressly requires:
"Act" means Chapter 166, Florida Statutes, the Original Ordinance and other
applicable provisions of law.
"Bond Ordinance" shall mean the Ordinance, as supplemented by the
Resolution.
"Bonds" means:
(a) the City's $892,560 Utilities System Revenue Bonds, Series 2010A -1,
issuable in the denomination of a single Bond of $892,560 principal amount (the
"2010A -1 Bond "); and
(b) the City's $9,737,440 Utilities System Subordinated Revenue Bonds,
Series 2010A -2, issuable in the denomination of a single Bond of $9,137,440 principal
amount (the "2010A -2 Bond ").
"City" means the City of Atlantic Beach, Florida
"Code" means the Internal Revenue Code of 1986, as amended.
"County" means Duval County, a political subdivision of the State of Florida.
"Loan" means the loan agreed to be made to the City by the Lender pursuant to
Section 3 below.
"Maximum Rate of Interest" shall mean 12% per annum.
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1
"Original Ordinance" shall mean Ordinance No. 15 -95 -7 enacted by the City
Commission on November 13, 1995, as amended and supplemented.
"Parity Bonds" shall mean the City's outstanding Utilities System Revenue
Bonds, Series 2004, issued under the Original Ordinance, and, subject to issuance on
the date hereof, the City's outstanding Utilities System Revenue Refunding Bonds,
Series 2010B, and any future Additional Parity Bonds issued under the Original
Ordinance.
"Project" shall mean the costs of sewer and plant upgrades to the City's
System.
"SRF Loan" shall mean the loan in the amount of $806,409 made to the City
pursuant to the SRF Loan Agreement.
"SRF Loan Agreement" shall mean the Drinking Water State Revolving Fund
Construction Loan Agreement DW 160710 between the State of Florida Department of
Environmental Protection and the City, as amended by Amendment 1 to Loan
Agreement DW 160710.
Section 2. Findings. It is hereby found, determined and declared by the
City that:
A. The Project is necessary and desirable to promote the public
health and will further the purposes of the Act.
B. The City now owns, operates and maintains the System and
receives Pledged Revenues each year which are not presently pledged for payment of
any debt, except the Parity Bonds and the SRF Loan, and are legally available to pay
the Bonds. Such Pledged Revenues will be sufficient to pay all principal of and
interest on the Bonds and the Parity Bonds and the SRF Loan when due and to make
all required payments under the Original Ordinance and the Bond Ordinance and the
SRF Loan Agreement.
Section 3. Loan. A. The Lender agrees to make a Loan to the City for the
purpose of financing the costs of the Project, as follows:
(1) $892,560, secured on a parity with the Parity Bonds, and
evidenced by the 2010A -1 Bond, in substantially the form attached to the Resolution
as Exhibit C -1; and
(2) $9,137,440, secured on a subordinated basis as herein provided
and evidenced by the 2010A -2 Bond, in substantially the form attached to the
Resolution as Exhibit C -2.
B. The Loan shall be evidenced by the Bonds, containing the terms in the
Bond Ordinance and this Agreement, which is in substantially the form provided in
the Resolution.
LFM -12 / 13 /2010 -3:31 PM- 4499 -LA - 2010A -1 - v5
2
C. The Loan shall bear interest as follows:
(1) The portion of the Loan evidenced by the 2010A -1 Bond shall bear
interest at 3.59% per annum, subject to adjustment as provided in the 2010A -1
Bonds.
(2) The portion of the Loan evidenced by the 2010A -2 Bond shall bear
interest at a variable rate of interest equal to 67% of the sum of: (a) 3.75% plus (b)
the one -month LIBOR rate published from time to time, subject to adjustment as
provided in the 2010A -2 Bonds; provided, that the rate of interest shall not in any
event exceed the Maximum Rate of Interest. The City and the Bank acknowledge that
the principal amortization schedule attached to the 2010A -2 Bond has been
established to provide substantially equal debt service payments in each Fiscal Year
over the term of the Loan, assuming that the maximum amount of the Loan has been
drawn prior to the first principal payment date. The City and the Bank may from time
to time mutually agree to a different principal amortization schedule to be attached to
the 2010A -2 Bond evidenced by the manual signature of an authorized representative
of each party, to reflect actual draws made as of any principal payment date.
D. The Bank shall have the right to demand payment of all remaining
principal of and accrued interest to the Put Date on the 2010A -2 Bond, on December
14, 2015 (the "Put Date "), upon ninety (90) days prior written notice to the City.
Section 4. Terms and Covenants of Prior Ordinances Apply. A. Except
as provided in (c) below, all of the terms and covenants of Article I, Article II, Article
III, Article V, except Section 5.04 thereof relating to continuing disclosure, and Article
VI of Ordinance No. 15 -96 -8, as amended, are incorporated by reference herein and
shall apply to the Loan for the benefit of the Lender as fully as if set out herein.
B. Upon issuance of the 2010A -1 Bond, and the funding of the portion of
the Loan described in Section 3(a) above, the City agrees to demonstrate compliance
with the requirements of the Original Ordinance for the issuance of Additional Parity
Bonds. The 2010A -1 Bond shall be an Additional Parity Bond for all purposes of the
Original Ordinance and shall be a Senior Revenue Obligation for all purposes of the
SRF Loan Agreement.
C. Pursuant to Section 3.03(G) of Ordinance No. 15 -96 -8, as amended, 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
2010A -1 Bonds, and the Lender hereby waives the requirement that the separate
Reserve Account for the 2010A -1 Bonds be funded. The Reserve Account established
by Ordinance No. 10 -96 -8 for the 1996 Bonds issued thereby shall not apply to
secure the 2010A -1 Bonds, and the Reserve Account established by Ordinance No.
15 -04 -10 for the 2004 Bonds issued thereby and funded by a Reserve Account Credit
Facility securing the 2004 Bonds shall not apply to secure the 2010A -1 Bonds.
D. Notwithstanding the general application of (a) above to the 2010A -2
Bond, and the portion of the Loan evidenced thereby:
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(1) The lien on and pledge of the Pledged Revenues securing payment
of the 2010A -2 Bond shall rank junior and subordinate to the liens on and pledges
thereof securing payment of the Parity Bonds and the SRF Loan.
(2) In lieu of subsection 5.01(A) (1) or (2) of Ordinance 15 -96 -8, the
Rate Covenant, the following shall be substituted: "(1) Net Revenues equal to one
hundred percent (100 %) of the Debt Service Requirement on the Parity Bonds and the
Semiannual Loan Payments on the SRF Loan becoming due in each Fiscal Year plus
one hundred percent (100 %) of the principal and interest becoming due in such Fiscal
Year on the 2010A -2 Bond."
(3) Gross Revenues under the Original Ordinance shall be deposited
into a Bond Fund, hereby created and established, monthly in accordance with
Section 3.03(C)(7) of Ordinance 15 -96 -8, but only after providing for payment of the
SRF Loan in accordance with the SRF Loan Agreement. Such deposits shall be in the
amount of 1/12 of the principal amount of the 2010A -2 Bond next coming due, plus a
sufficient amount for interest such that, assuming the then - current interest rate on
the 2010A -2 Bond continues until the next interest payment date, the remaining
monthly deposits for interest, calculated by dividing the total amount remaining
undeposited by the number of remaining monthly deposits, is the same as the total
interest due on the next interest payment date divided by six (6). Money in the Bond
Fund may be invested and reinvested as provided in Section 3.03(H) of Ordinance 15-
96-8 for money in the Sinking Fund thereunder.
(4) No Reserve Account shall be established or funded securing the
2010A -2 Bond or the portion of the Loan evidenced thereby.
Section 5. Prepayment; Other Provisions. A. The Bonds shall be
prepayable before maturity in whole, or in part, on any date, at a price of par plus
accrued interest to the date of prepayment and without premium. The City shall give
the Bank five (5) days' prior written notice of its intention to prepay the Bonds.
B. The City Clerk shall be the Bond Registrar and Paying Agent for the
Bonds.
C. The City will provide to the Lender (a) annual financial statements of the
City prepared by an independent accounting firm in accordance with generally
accepted accounting principles promptly after the date such statements are available,
but not later than the one hundred eightieth (180th) day following the end of each
Fiscal Year and accompanied by an unqualified opinion of such accounting firm,
which financial statements include specifically all receipts of and application of
Pledged Revenues hereunder, and (b) a copy of the City's annual budget and any
amendments thereto, within thirty (30) days after its adoption.
Section 6. Additional Debt. The City may issue Additional Parity Bonds
under the Original Ordinance and additional debt obligations under Section 7.02 of
the SRF Loan Agreement without consent of the Lender, but shall not issue any other
debt obligations payable from Pledged Revenues without the prior written consent of
the Lender.
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Section 7. Application of Loan Proceeds. The proceeds of the 2010A -
Bond shall be paid to the City in the principal amount thereof upon issuance of the
2010A -1 Bond. The proceeds of the 2010A -2 Bond shall be paid to the City upon
submission of one or more written draw requests by the City delivered to the Lender
from time to time, not to exceed in the aggregate the principal amount of the 2010A -2
Bond. All proceeds received from the Loan shall be deposited in a 2010A Project Fund
(the "Project Fund ") to be separately accounted for, and shall be applied by the City
for payment of costs of the Project. Costs of the Project shall include, but not be
limited to, payment of costs of issuance of the Bonds and reimbursement for other
funds of the City advanced for payment of costs of the Project prior to the date hereof.
Pending such expenditure, the proceeds of the Loan shall be invested in lawful
investments for the City maturing at or prior to the times when such funds will be
needed. The earnings thereon shall be available only for the purposes of the Loan
until the Project is completed and thereafter such earnings and any unspent loan
proceeds shall be applied to (1) prepayment of the Loan or (2) such other project as
the City Commission shall approve with an approving opinion of bond counsel stating
that such purpose constitutes a lawful use of bond proceeds and will not adversely
affect the exclusion of interest on the Bonds from gross income for federal income tax
purposes. The Lender shall have a lien on the money in the Project Fund until spent
as provided herein.
Section 8. Waiver of Jury Trial. WITH RESPECT TO ANY SUIT OR ACTION
BETWEEN THE CITY AND THE LENDER RELATING TO THE LOAN, OR THIS LOAN
AGREEMENT, THE CITY AND THE LENDER EACH EXPRESSLY WAIVES ANY RIGHT
TO A JURY TRIAL, AND AGREES THAT THE EXCLUSIVE VENUE FOR ANY SUCH
SUIT OR ACTION SHALL BE DUVAL COUNTY, FLORIDA.
Section 9. Notices. All notices, certificates or other communications
hereunder shall be sufficiently given and shall be deemed given when hand delivered
or mailed by registered or certified mail, postage prepaid, to the parties at the
following addresses:
Notice Addresses
As to the City: Nelson Van Liere
City of Atlantic Beach
800 Seminole Road
Atlantic Beach, Florida 32233 -5445
(904) 247 -5807
As to the Lender: Lisa Hayes
Senior Vice President
SunTrust Bank
76 South Laura Street, Suite 20
Jacksonville, Florida 32202
(904) 632 -2599
(904) 632 - 2780 /FAX
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Any of the above parties may, by notice in writing given to the others, designate
any further or different addresses to which subsequent notices, certificates or other
communications shall be sent. Communication to the Lender via telecopier shall be
confirmed by delivery of a hard copy thereof to the Lender not later than two (2)
Business Days after such communication by telecopier.
Section 10. Qualified Tax - Exempt Obligation. The City hereby represents
and finds that it reasonably anticipates not more than $30,000,000 of tax- exempt
obligations (other than certain private activity bonds) will be issued by the City and its
subordinate governmental entities in calendar year 2010. The City hereby directs it
Mayor to recertify these representations upon issuance of the Bonds, and the Bonds
are hereby designated as "qualified tax- exempt obligations" under Section 265(b)(3) of
the Code. For purposes of this certification, the City reasonably expects to draw more
than $50,000 from the proceeds of the 2010A -2 Bond on or prior to December 31,
2010, and assumes that all future draws thereafter will be deemed to occur in
calendar year 2010.
Section 11. No Recourse. No recourse shall be had for the payment of the
principal of and interest on the Bonds or for any claim based on the Bonds or on this
Agreement, against any present or former member or officer of the City Commission or
any person executing the Bonds.
Section 12. Amendments, Changes and Modifications. This Agreement may
be amended by written agreement of the City and the Lender.
Section 13. Binding Effect. To the extent provided herein, this Agreement
shall be binding upon the City and the Lender and shall inure to the benefit of the
City and the Lender and their respective successors and assigns.
Section 14. Severability. In the event any provision of this Agreement shall
be held invalid or unenforceable by any court of competent jurisdiction, such holding
shall not invalidate or render unenforceable any other provision hereof.
Section 15. Execution in Counterparts. This Agreement may be
simultaneously executed in several counterparts, each of which shall be an original
and all of which shall constitute but one and the same instrument.
Section 16. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
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IN WITNESS WHEREOF, the City and the Lender have executed and delivered
this Loan Agreement as of December 14, 2010.
CITY OF ATLANTIC BEACH,
FLORIDA
By:
Mike Borno
(SEAL) Mayor
ATTEST:
By:
Donna L. Bartle
City Clerk
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7
SUNTRUST BANK
By:
Lisa Hayes
Senior Vice President
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8
EXHIBIT C
TO
RESOLUTION NO. 10 -16
EXHIBIT C -1
TO
RESOLUTION
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF ATLANTIC BEACH, FLORIDA
UTILITIES SYSTEM REVENUE BOND
SERIES 2010A -1
$892,560
KNOW ALL MEN BY THESE PRESENTS, that the CITY OF ATLANTIC
BEACH, FLORIDA, a municipal corporation of the State of Florida (hereinafter called
"City "), for value received, hereby promises to pay to the order of SUNTRUST BANK
(the "Lender "), on the Installment Payment Dates described on the attached Exhibit
entitled "Bond Debt Service ", the aggregate Principal Amount of Eight Hundred
Ninety -Two Thousand Five Hundred Sixty Dollars ($892,560), solely from the
revenues hereinafter mentioned, and to pay solely from such revenues, interest on
said sum from the date of this Bond or from the most recent interest payment date to
which interest has been paid, at the Rate of Interest of Three and Fifty -Nine
Hundredths Percent (3.59 %) per annum on the unpaid balance of such Principal
Amount until the payment of such Principal Amount. Interest on this Bond shall be
computed based upon the 360 -day year, 30 -day month basis.
Interest on the unpaid Principal Amount shall be payable on each April 1 and
October 1, commencing on April 1, 2011, and at maturity.
The Rate of Interest shall be adjusted (but not to exceed any applicable
statutory limit imposed by the State of Florida) as follows:
(1) In the event of a change from the current thirty -five percent (35 %)
rate in the maximum federal income tax rate applicable to corporations, the interest
rates on this Bond shall be automatically adjusted, up or down, in order to maintain
the same after -tax yield to the Lender.
(2) The interest rate shall be adjusted (retroactively, if necessary) to
provide the Lender with the same after -tax yield on this Bond if:
(a) any amendments to existing law, other than a change in
the corporate tax rate, are adopted which adversely affect such after -tax yield;
(b) this Bond ceases to be a "qualified tax exempt obligation"
under Section 265 of the Internal Revenue Code of 1986 (the "Code "); or
(c) there occurs a final determination by the Internal Revenue
Service or a court that interest on the Bond is not excluded from gross income for
federal income tax purposes ( "Determination of Taxability ").
All payments shall be applied first to interest and then to principal on this
Bond. The principal of and interest on this Bond, when due and payable, shall be
paid by check or draft mailed to the Lender, at its address designated to the City, or
by wire transfer to the domestic account of the Lender, upon written request and
furnishing of wire transfer instructions to the City. All amounts due hereunder shall
be payable in any coin or currency of the United States of America, which is at the
time of payment legal tender for the payment of public or private debts.
If the date for payment of the principal of or interest on the Bond shall be a
Saturday, Sunday, legal holiday or a day on which banking institutions in the State of
Florida are authorized by law or executive order to close, then the date for such
payment shall be the next succeeding day which is not a Saturday, Sunday or legal
holiday or a day on which such banking institutions are authorized to close; provided,
that interest shall accrue to the date of payment.
This Bond evidences a Loan made pursuant to Ordinance No. 15 -10 -12 of the
City adopted on December 13, 2010, as supplemented by Resolution No. 10 -15
adopted on December 13, 2010 (collectively, the "Bond Ordinance ") and a Loan
Agreement dated as of December 14, 2010 (the "Loan Agreement ") between the City
and the Lender to finance the cost of a Project, as described in the Loan Agreement,
pursuant to the authority of and in full compliance with the Constitution and laws of
the State of Florida, including particularly Chapter 166, Florida Statutes, as
amended, Ordinance No. 15 -95 -7, as amended and supplemented (the "Original
Ordinance ") and other applicable provisions of law (collectively, the "Act ").
All of the terms of the Loan Agreement are incorporated herein by reference.
This Bond is a special obligation of the City payable solely from and secured by a
pledge of and a lien on the City's Pledged Revenues, as defined in the Loan
Agreement, all as provided in the Loan Agreement.
This Bond does not constitute a general obligation, or a pledge of the faith,
credit or taxing power of the City, the State of Florida or any political subdivision
thereof, within the meaning of any constitutional or statutory provision or limitation.
Neither the State of Florida nor any political subdivision thereof, nor the City, shall be
obligated to pay the principal of this Bond, the interest thereon or other costs incident
thereto, except from the Pledged Revenues in the manner provided in the Loan
1 Agreement, the Bond Ordinance and the Original Ordinance. It is further agreed
between the City and the Lender that this Bond and the indebtedness evidenced
hereby shall not constitute a lien on any property of the City, except upon the Pledged
Revenues, as provided in the Loan Agreement. The lien on and pledge of the Pledged
Revenues securing the Bonds ranks on a parity with the lien and pledge securing
payment of the Parity Bonds, as defined in the Loan Agreement, and ranks superior to
the lien and pledge securing the SRF Loan, as defined in the Loan Agreement.
This Bond may, at the option of the City, be prepaid prior to maturity in whole
or in part on any date at a prepayment price (plus accrued interest to the date fixed
for redemption) equal to the principal amount thereof and without premium.
Notice of prepayment will be given by the City as provided in the Loan
Agreement. All prepayments will cease to bear interest after the specified prepayment
date provided funds for prepayment have been tendered to the Lender.
2
It is hereby certified and recited that all acts, conditions and things required to
exist, to happen and to be performed precedent to and in the issuance of this Bond
exist, have happened and have been performed in regular and due form and time as
required by the laws and Constitution of the State of Florida applicable thereto, and
that the issuance of this Bond does not violate any constitutional or statutory
limitations or provisions.
3
IN WITNESS WHEREOF, the City of Atlantic Beach, Florida, has issued this
Bond and has caused the same to be executed by the manual or facsimile signature of
its Mayor and attested by the manual or facsimile signature of its City Clerk, and its
official seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or
reproduced hereon, as of December 14, 2010.
CITY OF ATLANTIC BEACH,
FLORIDA
By:
Mike Borno
(SEAL) Mayor
ATTEST:
By:
Donna L. Bartle
City Clerk
4
BOND DEBT SERVICE
4499-CD-Bond-2010A-1 - v2
5
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF ATLANTIC BEACH, FLORIDA
UTILITIES SYSTEM SUBORDINATED REVENUE BOND
SERIES 2010A -2
$9,137,440
KNOW ALL MEN BY THESE PRESENTS, that the CITY OF ATLANTIC
BEACH, FLORIDA, a municipal corporation of the State of Florida (hereinafter called
"City "), for value received, hereby promises to pay to the order of SUNTRUST BANK
(the "Lender "), on the Installment Payment Dates described on the attached Exhibit
entitled "Bond Debt Service ", such amount as shall have been drawn down by the
City pursuant to the below- mentioned Loan Agreement, as evidenced by duly
executed draw requests, but not to exceed the aggregate Principal Amount of Nine
Million One Hundred Thirty -Seven Thousand Four Hundred Forty Dollars
($9,137,440), solely from the revenues hereinafter mentioned, and to pay solely from
such revenues, interest on said sum from the date of this Bond or from the most
recent interest payment date to which interest has been paid, at the Rate of Interest
described below on the unpaid balance of such Principal Amount until the payment of
such Principal Amount. Interest on this Bond shall be computed based upon the
360 -day year, 30 -day month basis. The Rate of Interest shall be a variable rate of
interest equal to 67% of the sum of (i) 3.75% plus (ii) the one -month LIBOR rate
published from time to time.
Interest on the unpaid Principal Amount shall be payable on each April 1 and
October 1, commencing on April 1, 2011, and at maturity.
The Rate of Interest shall be adjusted (but not to exceed any applicable
statutory limit imposed by the State of Florida) as follows:
(1) In the event of a change from the current thirty -five percent (35 %)
rate in the maximum federal income tax rate applicable to corporations, the interest
rates on this Bond shall be automatically adjusted, up or down, in order to maintain
the same after -tax yield to the Lender.
(2) The interest rate shall be adjusted (retroactively, if necessary) to
provide the Lender with the same after -tax yield on this Bond if:
(a) any amendments to existing law, other than a change in
the corporate tax rate, are adopted which adversely affect such after -tax yield;
(b) this Bond ceases to be a "qualified tax exempt obligation"
under Section 265 of the Internal Revenue Code of 1986 (the "Code "); or
(c) there occurs a final determination by the Internal Revenue
Service or a court that interest on the Bond is not excluded from gross income for
federal income tax purposes ( "Determination of Taxability ").
All payments shall be applied first to interest and then to principal on this
Bond. The principal of and interest on this Bond, when due and payable, shall be
paid by check or draft mailed to the Lender, at its address designated to the City, or
by wire transfer to the domestic account of the Lender, upon written request and
furnishing of wire transfer instructions to the City. All amounts due hereunder shall
be payable in any coin or currency of the United States of America, which is at the
time of payment legal tender for the payment of public or private debts.
If the date for payment of the principal of or interest on the Bond shall be a
Saturday, Sunday, legal holiday or a day on which banking institutions in the State of
Florida are authorized by law or executive order to close, then the date for such
payment shall be the next succeeding day which is not a Saturday, Sunday or legal
holiday or a day on which such banking institutions are authorized to close; provided,
that interest shall accrue to the date of payment.
This Bond evidences a Loan made pursuant to Ordinance No. 15 -10 -12 of the
City adopted on December 13, 2010, as supplemented by Resolution No. 10 -16
adopted on December 13, 2010 (collectively, the "Bond Ordinance ") and a Loan
Agreement dated as of December 14, 2010 (the "Loan Agreement ") between the City
and the Lender to finance the cost of a Project, as described in the Loan Agreement,
pursuant to the authority of and in full compliance with the Constitution and laws of
the State of Florida, including particularly Chapter 166, Florida Statutes, as
amended, Ordinance No. 15 -95 -7, as amended and supplemented (the "Original
Ordinance ") and other applicable provisions of law (collectively, the "Act ").
All of the terms of the Loan Agreement are incorporated herein by reference.
This Bond is a special obligation of the City payable solely from and secured by a
pledge of and a lien on the City's Pledged Revenues, as defined in the Loan
Agreement, all as provided in the Loan Agreement.
This Bond does not constitute a general obligation, or a pledge of the faith,
credit or taxing power of the City, the State of Florida or any political subdivision
thereof, within the meaning of any constitutional or statutory provision or limitation.
Neither the State of Florida nor any political subdivision thereof, nor the City, shall be
obligated to pay the principal of this Bond, the interest thereon or other costs incident
thereto, except from the Pledged Revenues in the manner provided in the Loan
Agreement, the Bond Ordinance and the Original Ordinance. It is further agreed
between the City and the Lender that this Bond and the indebtedness evidenced
hereby shall not constitute a lien on any property of the City, except upon the Pledged
Revenues, as provided in the Loan Agreement. The lien on and pledge of the Pledged
Revenues securing the Bonds ranks junior and subordinate to the lien and pledge
securing payment of the Parity Bonds and the SRF Loan, as defined in the Loan
Agreement.
This Bond may, at the option of the City, be prepaid prior to maturity in whole
or in part on any date at a prepayment price (plus accrued interest to the date fixed
for redemption) equal to the principal amount thereof and without premium.
Notice of prepayment will be given by the City as provided in the Loan
Agreement. All prepayments will cease to bear interest after the specified prepayment
date provided funds for prepayment have been tendered to the Lender.
2
It is hereby certified and recited that all acts, conditions and things required to
exist, to happen and to be performed precedent to and in the issuance of this Bond
exist, have happened and have been performed in regular and due form and time as
required by the laws and Constitution of the State of Florida applicable thereto, and
that the issuance of this Bond does not violate any constitutional or statutory
limitations or provisions.
3
IN WITNESS WHEREOF, the City of Atlantic Beach, Florida, has issued this
Bond and has caused the same to be executed by the manual or facsimile signature of
its Mayor and attested by the manual or facsimile signature of its City Clerk, and its
official seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or
reproduced hereon, as of December 14, 2010.
CITY OF ATLANTIC BEACH,
FLORIDA
By:
Mike Borno
(SEAL)
Mayor
ATTEST:
By:
Donna L. Bartle
City Clerk
4
BOND DEBT SERVICE
•
Approved through Draw # .
CITY OF ATLANTIC BEACH SUNTRUST BANK
By: By:
Jim Hanson Lisa Hayes
City Manager Senior Vice President
4499 -CD- Bond- 2010A -2 - v4
5