Loading...
Ordinance No. 15-14-14 vORDINANCE NO. 15-14-14 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 (THE "ORIGINAL ORDINANCE"); AUTHORIZING THE ISSUANCE OF THE CITY OF ATLANTIC BEACH, FLORIDA, UTILITIES SYSTEM REVENUE REFUNDING BOND, SERIES 2014, IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $14,000,000 TO REFUND THE CITY'S OUTSTANDING UTILITIES SYSTEM REVENUE REFUNDING BONDS, SERIES 2004, UTILITIES SYSTEM REVENUE BONDS, SERIES 201OA-1 AND UTILITIES SYSTEM REVENUE REFUNDING BONDS, SERIES 2010B; 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 BOND; PROVIDING FOR SALE OF THE BOND BY RESOLUTION FOLLOWING SOLICITATION OF COMPETITIVE PROPOSALS FROM COMMERCIAL BANKS AND NEGOTIATIONS WITH THE SUCCESSFUL BIDDER; PLEDGING THE CITY'S PLEDGED REVENUES DESCRIBED IN THE ORIGINAL ORDINANCE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission of the City of Atlantic Beach, Florida (the "City") has determined that it will 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 City's outstanding Utilities System Revenue Refunding Bonds Series 2004, Utilities System Revenue Bonds, Series 2010A-1, and Utilities System Revenue Refunding Bonds, Series 2010B (the "Refunded Bonds"), in order to achieve debt service savings. Section 4. AUTHORIZATION OF LOAN AND BOND. Subject and pursuant to the provisions of this Ordinance, the City is authorized to incur a Loan and to issue the Bond as security therefore, upon substantially the terms of the Loan Agreement attached to Resolution 14-07, as such terms may be modified by resolution adopted at the time of sale of the Bond. All of the terms and covenants contained in the Loan Agreement are incorporated herein by reference. This Ordinance and the Loan Agreement, upon the funding of the Loan and the issuance of the Bond to the Lender, shall constitute a contract between the City and the Lender. 00350267-1 Section 5. SALE OF BOND. (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 Bond to a bank to evidence a commercial loan is in the best interest of the City because solicitation of competitive proposals from banks is likely to achieve the lowest cost for the Refunding. (B) The City has solicited proposals for purchase of the Bond from banks. Following evaluation of the responses received and negotiation with the bank offering the proposal most advantageous to the City, the City is hereby authorized to complete the transaction by resolution specifying the terms of the Bond, 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, the City Manager and the City Clerk are authorized and directed to execute and deliver the Loan Agreement and the Bond pursuant to the resolution described in Section 5 hereof without further authority from the City Commission. The Mayor, City Manager and City Clerk are designated as the agents of the City in connection with the issuance and delivery of the Bond and are authorized and empowered to take all actions and steps to execute and deliver any and all instruments, documents or contracts on behalf of the City which are necessary or desirable in connection with the execution and delivery of the Loan Agreement and the Bond, 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. 00350267-1 2 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 14th day of July, 2014. 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 1 lth day of August, 2014. Approved as to form, sufficiency and correctness: 1� - e ichard Ko ando City Attorney ATTEST: 44� vp/�/ z Donna L. Bartle City Clerk 00350267-1 3 CITY OF ATLANTIC BEACH, FLORIDA Carolyn Woods Mayor, Presiding Officer Exhibit A - Loan Agreement 00350267-1 EXHIBIT TO ORDINANCE LOAN AGREEMENT between CITY OF ATLANTIC BEACH, FLORIDA and Dated as of _ .2014 UTILITIES SYSTEM REVENUE REFUNDING BOND SERIES 2014 00350267-1 LOAN AGREEMENT THIS LOAN AGREEMENT (this "Agreement"), dated as of , 2014, 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 , 2014, authorized the refunding of the City's outstanding Utilities System Revenue Refunding Bonds, Series 2004, Utilities System Revenue Bonds, Series 201 OA -1 and Utilities System Revenue Refunding Bonds, Series 2010B (the "Refunded Bonds") by a loan (the "Loan") from the Lender and the issuance of the Bond in the principal amount of $ to the Lender to secure the Loan; and WHEREAS, the City has, by Resolution No. , adopted on June _, 2014 (the "Resolution") determined to obtain the Loan from the Lender and to issue the Bond to secure the Loan; 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. "Bond" means the City's $ Utilities System Revenue Refunding Bond, Series 2014, issued to the Lender as a single Bond in the principal amount of $ as security for the Loan. "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 00350267-1 otherwise provided herein, all capitalized terms used and/or defined in the Original Ordinance shall have the same meanings in this Agreement. "Refunded Bonds" shall mean the City's outstanding Utilities System Revenue Refunding Bonds, Series 2004, Utilities System Revenue Refunding Bonds, Series 2010A-1, and Utilities System Revenue Refunding Bonds, Series 2010B. 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 Refunded Bonds and the Subordinated Bonds, as defined in the Original Ordinance, and are legally available to pay the Bond. Such Pledged Revenues will be sufficient to pay all principal of and interest on the Bond 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 Bond, 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 the Original Ordinance, are incorporated by reference herein and shall apply to the Loan and the Bond 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 Bond shall be Additional Parity Bonds for all purposes of the Original Ordinance. Section 5. Prepayment. The Bond 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. 00350267-1 2 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. 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 Manager 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 2014. The City hereby directs its Mayor, or the Acting City Manager, or their delegates, to recertify these representations upon issuance of the Bond, and the Bond is hereby designated as "qualified tax-exempt obligation" 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 Bond or for any claim based on the Bond or on this Agreement, against any present or former member or officer of the City Commission or any person executing the Bond. 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. 00350267-1 3 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. Section 15. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 00350267-1 4 IN WITNESS WHEREOF, the City and the Lender have executed and delivered this Loan Agreement as of , 2014. CITY OF ATLANTIC BEACH, FLORIDA (SEAL) Carolyn Woods, Mayor ATTEST: 0 Donna L. Bartle, City Clerk [LENDER] IM 00350267-1 5 Its: