Ordinance No. 15-21-16ORDINANCE NO. 15-21-16
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 BOND,
SERIES 2021, IN THE AGGREGATE PRINCIPAL AMOUNT NOT
TO EXCEED $5,300,000 TO REFUND THE CITY'S
OUTSTANDING OBLIGATIONS PURSUANT TO THE CITY'S
DRINKING WATER STATE REVOLVING FUND CONSTRUCTION
LOAN AGREEMENT DW160710 AND THE CITY'S CLEAN
WATER STATE REVOLVING FUND CONSTRUCTION LOAN
AGREEMENT WW160700; 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 obligations pursuant to the City's Drinking Water
State Revolving Fund Construction Loan Agreement DW 160710 and the City's Clean
Water State Revolving Fund Construction Loan Agreement WW 160700 (collectively,
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 21-24, 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.
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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.
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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 12th day of April,
2021.
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
26th day of April, 2021.
Approved as to form, sufficiency
and correctness:
� , y,
Brc-ilna M. en
City Attorney
ATTEST:
V4� WSI:e&
Donna L. Bartle
City Clerk
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CITY OF ATLANTIC BEACH, FLORIDA
Elle Gasser
Mayor
EXHIBIT A
LOAN AGREEMENT
between
CITY OF ATLANTIC BEACH, FLORIDA
and
Dated as of .2021
UTILITIES SYSTEM REVENUE REFUNDING BOND
SERIES 2021
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LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement"), dated as of ,
2021, 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 , 2021, authorized the refunding of the City's
outstanding obligations pursuant to the City's Drinking Water State Revolving Fund
Construction Loan Agreement DW 160710 and the City's Clean Water State Revolving
Fund Construction Loan Agreement WW 160700 (collectively, 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 , 2021
(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 2021, 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
01463969-1
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 obligations pursuant to
the City's Drinking Water State Revolving Fund Construction Loan Agreement
DW 160710 and the City's Clean Water State Revolving Fund Construction Loan
Agreement WW 160700.
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 City's Utilities System Revenue Refunding Bond, Series 2014,
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 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 S. 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 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, 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
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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: Shane Corbin
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 $ 10,000,000 of tax-exempt
obligations (other than certain private activity bonds) will be issued by the City and its
subordinate governmental entities in calendar year 2021. The City hereby directs its
Mayor, or the City Manager, or their delegates, to recertify these representations upon
issuance of the Bond, and the Bond is hereby designated as a "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.
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.
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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.
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IN WITNESS WHEREOF, the City and the Lender have executed and delivered
this Loan Agreement as of , 2021.
CITY OF ATLANTIC BEACH,
FLORIDA
(SEAL)
IN
ATTEST:
Donna Bartle
City Clerk
Ellen Glasser
Mayor
[LENDER]
am
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Its: