Ordinance No. 15-10-11 vORDINANCE NO. 15-10-11
AN ORDINANCE OF THE CITY OF ATLANTIC BEACH, FLORIDA
SUPPLEMENTING ORDINANCE NO. 15-95-7 ENACTED BY THE
CITY COMMISSION ON NOVEMBER 13, 1995, AS AMENDED
AND SUPPLEMENTED; AUTHORIZING THE ISSUANCE OF NOT
EXCEEDING $690,000 REVENUE REFUNDING BONDS, SERIES
2010B TO REFUND THE CITY'S OUTSTANDING UTILITIES
SYSTEM REVENUE REFUNDING BONDS, SERIES 1996;
APPROVING A FORM OF LOAN AGREEMENT AND
AUTHORIZING EXECUTION AND DELIVERY OF THE LOAN
AGREEMENT AND OTHER ACTION IN CONNECTION WITH
THE DELIVERY OF SUCH BONDS; PROVIDING FOR SALE OF
THE BONDS BY RESOLUTION FOLLOWING SOLICITATION OF
COMPETITIVE PROPOSALS AND NEGOTIATIONS; PLEDGING
THE CITY'S PLEDGED REVENUES DESCRIBED IN ORDINANCE
NO. 15-95-7; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Atlantic Beach, Florida (the
"City") has determined that it may achieve debt service savings by refunding the
Refunded Bonds as herein defined;
NOW THEREFORE, BE IT ENACTED BY THE CITY COMMISSION ON
BEHALF OF THE PEOPLE OF THE CITY OF ATLANTIC BEACH, FLORIDA:
Section 1. AUTHORITY FOR THIS ORDINANCE. This Ordinance is enacted
pursuant to the provisions of the Act, as defined in the Loan Agreement, a form of
which is attached hereto as Exhibit A.
Section 2. DEFINITIONS. All terms in this Ordinance shall have the
meanings as defined in the Loan Agreement.
Section 3. REFUNDING AUTHORIZED. There is hereby authorized the
refunding of the Refunded Bonds, in order to achieve debt service savings.
Section 4. AUTHORIZATION OF LOAN AND BONDS. Subject and pursuant
to the provisions of this Ordinance, the City is authorized to incur a Loan and to issue
the Bonds in evidence thereof, upon substantially the terms of the Loan Agreement
attached hereto as Exhibit A, as such terms may be modified by resolution adopted at
the time of sale of the Bonds. All of the terms and covenants contained in the Loan
Agreement are incorporated herein by reference. The Bond Ordinance and the Loan
Agreement, upon the funding of the Loan and the issuance of the Bonds, shall
constitute a contract between the City and the Lender.
Section 5. SALE OF BONDS.
(A) Findings. It is hereby found, determined and declared, 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. Following evaluation of the responses received and
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negotiation with the offeror of the proposal most advantageous to the City, the City is
authorized to sell the Bonds by resolution, specifying the marketing terms of the
Bonds, including but not limited to interest rate, interest payment dates, maturity
dates and amounts, and terms of prepayment, and making such modifications to the
terms of the Loan Agreement as may be then approved by such resolution of the City
Commission.
Section 6. 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
pursuant to the resolution described in Section 5 hereof 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 this Ordinance and the Loan
Agreement.
Section 7. EFFECTIVE DATE. This Ordinance shall take effect immediately
upon its enactment.
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PASSED AND ADOPTED on first reading by the City Commission of the, City of
Atlantic Beach, Florida at a regular meeting duly called and held this 21ra day of
No virn(ger, 2010.
PASSED AND ADOPTED on second and final reading by the City Commission
of the City of Atlantic Beach, Florida at a regular meeting duly called and held this
L day of DtccmjXe, 2010.
CITY OF ATLANTIC BEACH, FLORIDA
Approved as to form, sufficiency Mayor
and correctness:
City Clerk
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EXHIBITS
TO
ORDINANCE
Exhibit A - Loan Agreement
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LOAN AGREEMENT
between
CITY OF ATLANTIC BEACH, FLORIDA
and
Dated as of , 2010
$690,000
UTILITIES SYSTEM REVENUE REFUNDING BONDS
SERIES 2010B
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement"), dated as of ,
2010, by and between the CITY OF ATLANTIC BEACH, FLORIDA (the "City"), a
municipal corporation under the laws of the State of Florida, and
(the "Lender"),
WITNESSETH:
WHEREAS, the City has, by adoption of Ordinance No. (the
"Ordinance") on , 2010, authorized the refunding of the Refunded
Bonds by a loan (the "Loan") in the amount of $ from the Lender; and
WHEREAS, the City has, by Resolution No. , adopted on December
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. The following terms in this Agreement shall have the
following meanings, unless the text 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 Utilities System Revenue Refunding
Bonds, Series 2010B, issuable in the denomination of a single Bond of
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.
"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. 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.
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"Refunded Bonds" shall mean the City's outstanding Utility System Revenue
Bonds, Series 1996.
Section 2. Findings. 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 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 when due and to make all required
payments under the Original Ordinance and the Bond Ordinance.
Section 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 Bond Ordinance and this Agreement, which shall
be substantially in the form provided in the Resolution.
Section 4. Terms and Covenants of Prior Ordinances Apply. All of the
terms and covenants of Section 6.08 and Article III and Article V, except Section 5.04
thereof relating to continuing disclosure, of Ordinance No. 15-95-7, 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. Upon 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.
Section 5. Prepayment. The Bonds shall be prepayable before maturity as
provided in the Resolution.
Section 6. Application of Loan Proceeds. All proceeds received from the
Loan shall be either (1) deposited on the date of receipt with the Paying Agent for the
Refunded Bonds, in an amount sufficient to pay the redemption price for the
Refunded Bonds on the earliest practicable date of redemption, to be held uninvested
by the Paying Agent until the redemption date, or (2) deposited in an irrevocable
escrow account with an escrow agent, in a sufficient amount which, when invested to
the redemption date for the Refunded Bonds, will be sufficient to pay the redemption
price of the Refunded Bonds on the redemption date, all to be accomplished in a
manner such that the lien on the Pledged Revenues securing payment of the
Refunded Bonds will be defeased in accordance with the Original Ordinance. The
Lender shall not have a lien on the money so deposited as provided in this Section.
Section 7. 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.
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Section 8. 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:
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 9. 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.
Section 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.
Section 11. Amendments, Changes and Modifications. This Agreement may
be amended by written agreement of the City and the Lender.
Section 12. 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 13. 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 14. 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.
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Section 15. 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 , 2010.
CITY OF ATLANTIC BEACH,
FLORIDA
(SEAL)
Mayor
ATTEST:
City Clerk
[LENDER]
ME
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Its: