Resolution No. 10-15 v RESOLUTION NO. 10 -15
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
ATLANTIC BEACH, FLORIDA; SUPPLEMENTING ORDINANCE
NO. 15- 10 -11; AUTHORIZING THE ISSUANCE OF NOT
EXCEEDING $690,000 UTILITIES SYSTEM REVENUE
REFUNDING BONDS, SERIES 2010B; AUTHORIZING AWARD
OF THE BONDS TO BRANCH BANKING AND TRUST COMPANY
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 refinance certain Refunded Bonds of the City and has
enacted Ordinance No. 15 -10 -11 (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 Branch Banking and Trust Company (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, set forth
by letter dated November 12, 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 form set forth in
Exhibit C 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 /3"day of D ecember , 2010.
CITY OF ATLANTIC BEACH, FLORIDA
By: t lx Y �i�.'‘-'�
Y:
Mike Borno
Mayor
Approved as to form, sufficiency
And correctness:
By: INA' 0 7 l , . Jensen
CAttorney
ATTEST:
By:
4 o7/i4 , aait
Donna L. Bartle
City Clerk
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EXHIBITS
TO
RESOLUTION
Exhibit A - November 12, 2010 Letter of Branch Banking and Trust Company
Exhibit B - Loan Agreement
Exhibit C - Bond Form
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EXHIBIT A
TO
RESOLUTION NO. 10 -15
B13&t[ BB &T Governmental Finance
200 West Forsyth Street
Jacksonville, FL 32202
(904) 361-5253
Fax (904) 361 -5276
November 12, 2010
Mr. Nelson Van Liere
Finance Director
City of Atlantic Beach
800 Seminole Road
Atlantic Beach, FL 32233
Dear Mr. Van Liere,
Branch Banking and Trust Company ("BB&T") is pleased to offer this proposal for the financing requested by
the City of Atlantic Beach ( "City"):
(1) Project: Utility System Refunding Revenue Note, Series 2010C
(2) Amount To Be Financed: not to exceed $690,000
(3) Interest Rates, Financing Terms and Corresponding Payments:
Final Maturity Rate
October 1, 2025 3.68%
Interest payments will be due semi - annually on April 1 and October 1 of each year, commencing April 1, 2011.
Principal payments shall be due annually on October 1, commencing October 1, 2011, as requested. Upon being awarded
this transaction, a final amortization schedule will be mutually agreed upon between the City and BB &T.
The interest rate stated above is valid for a closing date not later then 45 days after today. Closing of the
financing is contingent upon completing documentation acceptable to BB &T and its counsel.
BB &T's underwriting fee and legal review expenses shall be $2,500. If BB &T is selected as provider for both
the Series B and Series C Notes, the cumulative fee will be $4,500. All applicable costs of counsel for the City and any
other costs shall be the City' s responsibility and separately payable by the City.
The financing documents shall allow for the prepayment of the principal balance in whole on a scheduled
payment date with a 1% prepayment penalty.
The financing documents shall include provisions that will outline appropriate changes to be implemented in the
event that this transaction is determined to be taxable in accordance with Florida State Statutes or the Internal Revenue
Service code.
The stated interest rate assumes that the City expects to borrow less than $30,000,000 in the calendar year 2010
and that the finanning shall comply with the IRS Code Sections 141, 148, 149(e) and 265(b)(3). BB &T reserves the right
to terminate its interest in this bid or to negotiate a mutually acceptable rate if the fmancing is not a qualified tax- exempt
financing.
(4) Financing Documents:
It shall be the responsibility of the City to retain and compensate counsel to appropriately structure the financing
documents according to Florida State statutes. BB &T shall also require the City to provide an unqualified bond counsel
opinion. BB &T and its counsel reserve the right to review and approve all documentation before closing.
(5) Security:
The Note shall be secured by a parity lien on the Net Revenue generated by the System, as described in the
Request for Proposal.
* * * * * *
BB &T appreciates the opportunity to make this financing proposal and requests to be notified within ten days of
this proposal should BB &T be the successful proposer.
BB &T shall have the right to cancel this offer by notifying the City of its election to do so (whether or not this
offer has previously been accepted by the City) if at any time prior to the closing there is a material adverse change in the
City' s financial condition, if we discover adverse circumstances of which we are currently unaware, if we are unable to
agree on acceptable documentation with the City or if there is a change in law (or proposed change in law) that changes
the economic effect of this financing to BB &T. We reserve the right to negotiate and/or terminate our interest in this
transaction should we be the successful proposer.
Please call me at (803) 251 -1328 with your questions and comments or contact David Pierce in our Jacksonville,
FL office at:
200 W. Forsyth Street
Suite 200
Jacksonville, FL 32202
Phone: 904.361.5253
Fax: 904.361.5276
Email: davidpierce @bbandt.com
We look forward to hearing from you.
Sincerely,
BRANCH BANKING AND TRUST COMPANY
Andrew G. Smith
Senior Vice President
EXHIBIT B
TO
RESOLUTION NO. 10 -15
IRAN AEI'
between
a TY CF AILANII C BEAM FLCla rA
and
giANCH BANKING AND 1HSF CCIVPANY
Wed as of Ikcenber 14, 2010
$690, 000
U11 LI Ti ES SYSTEM REVENUE REFUTE' NG BCICS
SERI ES 2010B
MAN AGREEDIINT
THS IRAN AC NT (this "Agreement "), dated as of December 14, 2010, by
and between the QTY CF ATI.ANII C EFAC'FI FUR n( (the "City "), a municipal
corporation under the laws of the State of Florida, and BRAMMH SAME /V AND TRUST
CCUPANY, Charlotte, North Carolina (the "Lender "),
VI TNE ETH
WAS, the City has, by enactment of Ordinance No. 15 -10 -11 (the
"Ordinance ") on December 13, 2010, authorized the refunding of the Refunded Bonds
by a loan (the "Loan") in the amount of $690,000 from the Lender; and
WIERFAS, the City has, by Resolution No. 10 -15, adopted on December 13, 2010
(the "Resolution ") determined to obtain the Loan from the Lender;
IX3.V flti i1 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 meanings 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 the City's $690,000 Utilities System Revenue Refunding Bonds,
Series 2010B, issuable in the denomination of a single Bond of $690,000 principal
amount.
"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.
"Depositary Agreement" shall mean the Depositary Agreement dated as of
December 14, 2010 between the City and The Bank of New York Mellon Trust
Company, N.A., the Paying Agent for the Refunded Bonds.
"Loan" means the loan agreed to be made to the City by the Lender pursuant to
Section 3 below.
"Original Ordinance" shall mean Ordinance No. 15 -95 -7 enacted by the City
Commission on November 13, 1995, as amended and supplemented, particularly as
supplemented by Ordinance No. 15 -96 -8 enacted by the Commission on March 11,
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1996, as amended by the City on November 22, 2004. Except as otherwise provided
herein, all capitalized terms used and /or defined in the Original Ordinance shall have
the same meanings in this Agreement.
"Parity Bonds" shall mean the City's shall mean the City's outstanding Utilities
System Revenue Refunding Bonds, Series 2004, issued under the Original Ordinance,
and, subject to issuance on the date hereof, the City's outstanding Utilities System
Revenue Bonds, Series 2010A -1.
"Refunded Bonds" shall mean the City's outstanding Utilities System Revenue
Bonds, Series 1996.
"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.
Secti on 2. PI ndi ngs. It is hereby found, determined and declared by the
City that:
A. The refunding of the Refunded Bonds will further the purposes of
the Act and will reduce the borrowing costs of the City.
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 Refunded 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.
Secti on 3. Loan. The Lender agrees to make a Loan to the City for the
purpose of refunding the Refunded Bonds. The Loan shall be evidenced by the
Bonds, containing the terms in the Bonds, the Bond Ordinance and this Agreement,
which is in substantially the form provided in the Resolution.
Sect i on 4. Urns and Covenants of Pr i or a di nances Appl y. A. All of the
terms and covenants of Article I, Article II, Article III and Article V, except Section 5.04
thereof relating to continuing disclosure, and Article VI of Ordinance No. 15 -96 -8, as
amended, except as otherwise provided herein, are incorporated by reference herein
and shall apply to the Loan for the benefit of the Lender as fully as if set out herein.
Upon issuance of the Bonds, the City agrees to demonstrate compliance with the
requirements of the Original Ordinance for the issuance of Additional Parity Bonds.
The Bonds shall be Additional Parity Bonds for all purposes of the Original Ordinance
and shall be Senior Revenue Obligations (as defined in the SRF Loan Agreement) for
all purposes of the SRF Loan Agreement. The Original Ordinance, the Bond
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Ordinance and this Agreement shall constitute a contract between the City and the
Lender.
B. 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
Bonds, and the Lender hereby waives the requirement that the separate Reserve
Account for the 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 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 Bonds.
Section 5. Prepayment; Other Provisions. A. The Bonds shall be
prepayable before maturity in whole, but not in part, on any scheduled date for
payment of principal or interest, at a price of par plus accrued interest to the date of
prepayment plus a premium of 1% of the principal amount prepaid. 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.
Secti on 6. Appl i cati on of Loan Proceeds. A. The City shall enter into the
Depositary Agreement. Proceeds received from the Loan in the amount of
$664,764.87 shall be deposited on the date of receipt with the Paying Agent for the
Refunded Bonds, pursuant to the Depositary Agreement which, together with
$13,628.74 being so deposited by the City, is an amount sufficient to pay the
redemption price for the Refunded Bonds on the earliest practicable date of
redemption, being December 23, 2010, to be held uninvested by the Paying Agent
until the redemption date. The Lender shall not have a lien on the money so
deposited as provided in this Subsection 6A. The funds so deposited shall be held
and disbursed by the Paying Agent pursuant to the Depositary Agreement.
B. The balance of the proceeds received from the Loan shall be applied to
pay costs of issuance of the Loan. No proceeds received from the Loan shall be
deposited into the Reserve Account.
Section 7. %i ver of Jury 'Fri al . 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
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RIGHT TO A JURY TRIAL, AND AGREES THAT THE EXCLUSIVE VENUE FOR ANY
SUCH SUIT OR ACTION SHALL BE DUVAL COUNTY, FLORIDA.
Secti on 8. Noti ces. 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: Branch Banking and Trust Company
5130 Parkway Plaza Blvd., Building 9
Charlotte, North Carolina 28217
Attn: Governmental Finance
(704) 954-1799/FAX
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.
Sect i on 9. Qaal i fi ed Tax Eenpt ml i gat i on. 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.
Secti on 10. 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.
Secti on 11. Anendnents, Changes and 1 di fi cati ons. This Agreement may
be amended by written agreement of the City and the Lender.
Section 12. Hi ndi ng 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.
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Secti on 13. Severabi 1 i ty. 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.
Secti on 14. Evecuti on i n 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.
Secti on 15. Appl i cabl e Law This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
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I N VI MESS W�', the City and the Lender have executed and delivered this
Loan Agreement as of December 14, 2010.
QIYcr AMANIIC BEAM
FLOM EA.
By:
Mike Borno
Mayor
(SEAL)
ATTEST:
By:
Donna L. Bartle
City Clerk
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BRAKH BAIL 1 AND ISUST
OQVPANY
By:
David Pierce
Banking Officer
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EXHIBIT C
TO
RESOLUTION NO. 10 -15
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF ATLANTIC BEACH, FLORIDA
UTILITIES SYSTEM REVENUE REFUNDING BOND
SERIES 2010B
$690,000
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 BRANCH BANKING
AND TRUST COMPANY and its successors and assigns (the "Lender "), on the
Installment Payment Dates described on the attached Exhibit entitled "Bond Debt
Service ", the aggregate Principal Amount of Six Hundred Ninety Thousand Dollars
($690,000), 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 Sixty Eight Hundredths Percent (3.68 %) 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 this Bond is not excluded from gross income for
federal income tax purposes.
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 -11 of the
City enacted on December 13, 2010, as supplemented by Resolution No. 10 -15
enacted 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 refunding of the City's Utilities System Revenue
Refunding Bonds, Series 1996, 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 Original
Ordinance, all as provided in the Original Ordinance and 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. 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
but not in part on any scheduled date for payment of principal or interest at a
prepayment price (plus accrued interest to the date fixed for redemption) equal to the
principal amount thereof plus a premium of 1% of the principal amount prepaid.
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.
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 connection with 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.
2
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
Mayor
(SEAL)
ATTEST:
By:
Donna L. Bartle
City Clerk
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BOND DEBT SERVICE
4500 -CD- Bond -2010B - v2
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