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94-17 v .1 • RESOLUTION NO. 94- 17 A RESOLUTION PROVIDING FOR THE ISSUANCE BY THE CITY OF ATLANTIC BEACH, FLORIDA, OF ITS FIXED RATE IMPROVEMENT AND REFUNDING REVENUE BONDS, SERIES 1994A (FLEET LANDING PROJECT), IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $23,000,000, AND ITS VARIABLE RATE DEMAND IMPROVEMENT AND REFUNDING REVENUE BONDS, SERIES 1994B (FLEET LANDING PROJECT), IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $22,000,000, AND FOR A LOAN BY THE CITY TO NAVAL CONTINUING CARE RETIREMENT FOUNDATION, INC., A FLORIDA NOT-FOR-PROFIT CORPORATION, IN AN AMOUNT EQUAL TO THE PRINCIPAL AMOUNT OF SAID SERIES 1994 BONDS, FOR THE PURPOSES OF (A) REFUNDING THE OUTSTANDING CITY OF ATLANTIC BEACH, FLORIDA, VARIABLE RATE DEMAND REVENUE BONDS (FLEET LANDING PROJECT), SERIES 1989, (B) FINANCING A PART OF THE COSTS OF A CAPITAL PROJECT FOR SAID CORPORATION, (C) FUNDING A DEBT SERVICE RESERVE FUND FOR THE SERIES 1994 BONDS, AND (D) PAYING A PART OF THE COSTS OF ISSUING THE SERIES 1994 BONDS; PROVIDING THAT SUCH REVENUE BONDS SHALL NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE CITY OR THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE SOLELY FROM THE REVENUES HEREIN PROVIDED; PROVIDING FOR THE RIGHTS OF THE OWNERS OF THE SERIES 1994 BONDS AND FOR THE PAYMENT THEREOF; APPOINTING THE INITIAL TRUSTEE AND MAKING CERTAIN OTHER APPOINTMENTS; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS REQUIRED IN CONNECTION WITH THE FOREGOING; APPROVING PRELIMINARY OFFICIAL STATEMENTS RELATING TO THE SERIES 1994 BONDS; AUTHORIZING A NEGOTIATED SALE OF THE SERIES 1994 BONDS; AUTHORIZING THE AWARD OF THE SALE OF THE SERIES 1994 BONDS AND APPROVING THE CONDITIONS AND CRITERIA OF SUCH SALE; AUTHORIZING PRELIMINARY OFFICIAL STATEMENTS AND THE EXECUTION OF FINAL OFFICIAL STATEMENTS RELATING TO THE SERIES 1994 BONDS; PROVIDING CERTAIN OTHER DETAILS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. 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 Constitution of the State of Florida, Part II of Chapter 159, Florida Statutes, as amended, and other applicable provisions of law (collectively, the "Act"). SECTION 2. DEFINITIONS. Unless the context otherwise requires, all terms used herein in capitalized form shall have the meanings assigned to such terms in this Resolution. Words importing the singular shall include the plural, words importing the plural shall include the singular, and words importing persons shall include corporations and other entities or associations. SECTION 3. FINDINGS. The Issuer has found and determined and does hereby declare that: A. The City of Atlantic Beach, Florida (the "Issuer" or the "City"), is an incorporated municipality of the State of Florida (the "State") and is a local agency duly authorized by the Act to finance and refinance the acquisition, construction, reconstruction, improvement, rehabilitation, renovation, expansion and enlargement, or additions to, furnishing and equipping of any capital project for any "health care facility" (as defined in the Act), including land, rights in land, buildings and other structures, machinery, equipment, appurtenances and facilities incidental thereto, and other improvements necessary or convenient therefor, and to obtain funds to finance the cost thereof by the issuance of its revenue bonds, and to issue its revenue refunding bonds for the purpose of refunding any outstanding revenue bonds previously issued under the Act to finance the costs thereof, for the purposes of enhancing and expanding the health care industries, promoting and fostering the economic growth and development of the Issuer and the State, increasing purchasing power and opportunities for gainful employment, advancing and improving the economic prosperity of the State and its inhabitants, improving living conditions and health care, and otherwise providing for and contributing to the health, safety and welfare of the people of the State, and the Issuer is further authorized by the Act to pledge and assign as security for the payment of the principal of and interest on such bonds any revenues derived by the Issuer pursuant to financing agreements with respect to such projects. B. On February 15, 1989, the Issuer issued its Variable Rate Demand Revenue Bonds (Fleet Landing Project), Series 1989 (the "Series 1989 Bonds"), in the original aggregate principal amount of$62,950,000, for the purposes of (i) financing the costs of the acquisition, construction and installation of a continuing care retirement facility known as "Fleet Landing," which is owned and operated by Naval Continuing Care Retirement Foundation, Inc., a Florida not-for-profit corporation (the "Community"), and located at One Fleet Landing Boulevard, Atlantic Beach, Florida, consisting of the acquisition of approximately 69 acres of land, the construction of 320 independent living units, a community center containing kitchen, dining, recreational and administration facilities, a health center consisting of a 26-bed assisted living 1 facility and a 42-bed skilled nursing facility (the "Health Center"), and related and appurtenant facilities, and the acquisition and installation of related machinery, equipment, fixtures and furnishings (collectively, together with any additions or improvements thereto, the "Project Facilities"), (ii) funding a debt service reserve fund for the Series 1989 Bonds, and (iii) paying a part of the costs of issuing the Series 1989 Bonds. C. The Community has requested the Issuer's assistance in an undertaking consisting of(i) refunding the Series 1989 Bonds, presently outstanding in the aggregate principal amount of $40,035,000, (ii) financing a capital project at the Project Facilities consisting of the acquisition of approximately 4.5 acres of land, the construction of a 60-bed assisted living facility addition to the existing Health Center, the conversion of the existing 26-bed assisted living facility at the Health Center into a 38-bed facility providing skilled nursing care, 21 beds of which will be available for the care of patients with Alzheimer's disease and other related disorders, the construction of additional parking, and the acquisition, construction and installation of related equipment, furnishings and facilities (collectively, the "Project"), (iii) funding a debt service reserve fund, and (iv) financing of certain other "costs" as defined in the Act. D. The Community has requested that the Issuer issue and sell its revenue bonds to be designated "City of Atlantic Beach, Florida, Fixed Rate Improvement and Refunding Revenue Bonds, Series 1994A (Fleet Landing Project)" in an aggregate principal amount not exceeding $23,000,000 (the "Series A Bonds"), and "City of Atlantic Beach, Florida, Variable Rate Demand Improvement and Refunding Revenue Bonds, Series 1994B (Fleet Landing Project)" in an aggregate principal amount not exceeding $22,000,000(the "Series B Bonds" and, together with the Series A Bonds, the "Series 1994 Bonds"), to assist in accomplishing the foregoing. E. A public hearing was held by the Issuer on May 9, 1994, upon public notice published in The Beaches Leader, a newspaper of general circulation in the City, no less than 14 days prior to the scheduled date of such public hearing, at which hearing members of the public were offered reasonable opportunity to be heard on all matters pertaining to the location and nature of the proposed Project and to the issuance of the Series 1994 Bonds. The public hearing provided a reasonable opportunity for interested individuals to express their views, both orally and in writing, on the proposed issue of the Series 1994 Bonds and the location and nature of the Project, and was held in a location which, under the facts and circumstances, was convenient for residents of the City. The notice was reasonably designed to inform residents of the City of the proposed issue, stated that the Issuer would be the issuer of the Series 1994 Bonds, stated the time and place for the hearing, and contained the information required by the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder (the "Code"). The 14-day period was adequate for notice to be brought to the attention of all interested persons, exceeds the normal periods for notices of public hearings conducted by the Issuer and various agencies of Duval County (the "County") and the State, and provided sufficient time for interested persons to prepare for and to express their views at such hearing. 2 F. The Community has shown that the Project will alleviate unemployment in the City, it will improve living conditions and health care, it will foster the economic growth and development and the business development of the City, the County and the State, and it will serve other predominantly public purposes as set forth in the Act. It is desirable and will further the public purposes of the Act, and it will most effectively serve the purposes of the Act, for the Issuer to refund the Series 1989 Bonds and to finance the acquisition, construction and installation of the Project and to issue and sell the Series 1994 Bonds under the Indenture (as hereinafter defined) for the purpose of providing funds to finance all or part of the cost of the Project, all as provided in the Loan Agreement (as hereinafter defined), which contains such provisions as are necessary or convenient to effectuate the purposes of the Act. The Project is appropriate to the needs and circumstances of, and shall make a significant contribution to the economic growth of the City; shall provide or preserve gainful employment; shall protect the environment; or shall serve a public purpose by advancing the economic prosperity, the public health, or the general welfare of the State and its people as stated in Section 159.26, Florida Statutes, as amended. G. The City will be able to cope satisfactorily with the impact of the Project and will be able to provide, or cause to be provided when needed, the public facilities, including utilities and public services, that will be necessary for the construction, operation, repair and maintenance of the Project and on account of any increases in population or other circumstances resulting therefrom, provided that the Community complies with terms and provisions of an agreement by and between the City and the Community relating to the provision of water and sewer services by the City to the Community. Notwithstanding any provisions to the contrary contained herein, the City will not incur any obligation (financial or otherwise) to provide such public facilities, utilities and services by virtue of this Resolution. H. The availability of revenue bond financing, as authorized by the Act, is an important inducement to the Community to proceed with the acquisition, construction and installation of the Project. I. Adequate provision has been made in the documents attached hereto for a loan by the Issuer to the Community to finance the acquisition, construction and installation of the Project, and thereafter for the operation, repair and maintenance of the Project Facilities, including the Project, at the expense of the Community and for the repayment by the Community of the loan in installments sufficient to pay the principal of, premium, if any, and interest on the Series 1994 Bonds and all costs and expenses relating thereto in the amounts and at the times required. J. The Community is financially responsible based on the criteria established by the Act, the Community is fully capable and willing to fulfill its obligations under the Loan Agreement (the "Loan Agreement"), hereinafter more particularly described, between the Community and the Issuer, including the obligation to repay the loan in installments in the amounts and at the times required, the obligation to operate, repair and maintain the Project Facilities, including the Project, at the Community's own expense and such other obligations and 3 responsibilities as are imposed under the Loan Agreement. The payments to be made by the Community to the Issuer and the other security provided by the Loan Agreement, the Mortgage and the Indenture, as such terms are hereinafter defined, are adequate within the meaning of the Act for the security of the Series 1994 Bonds. K. The Issuer is not obligated to pay the Series 1994 Bonds except from the proceeds derived from the repayment of the loan to the Community, or from the other security pledged therefor, and neither the faith and credit nor the taxing power of the Issuer, the State or any political subdivision thereof is pledged to the payment of the principal of, premium, if any, or the interest on the Series 1994 Bonds. L. The Issuer and the Community will concurrently with the issuance of the Series 1994 Bonds execute the documentation required for the refunding of the Series 1989 Bonds and the financing of the Project as contemplated hereby. M. The Issuer deems it advisable that the cost of the Project include interest on the portion of the Series 1994 Bonds issued to finance the Project for a reasonable period of time after completion of the Project, if so requested by the Community and as may be provided in the Loan Agreement. N. The Issuer deems it advisable that the Series 1994 Bonds be designated as provided in paragraph D above. 0. A negotiated sale of the Series 1994 Bonds is required and necessary and is in the best interest of the Issuer for the following reasons: the Series 1994 Bonds will be special and limited obligations of the Issuer payable out of moneys derived by the Issuer from the Community's operation of the Project Facilities, including the Project, or as otherwise provided herein and will be secured by funds of the Community; the Community will be required to pay all costs of the Issuer in connection with the refunding of the Series 1989 Bonds and the financing, construction and administration of the Project which are not paid out of the Bond proceeds or otherwise and to operate and maintain the Project Facilities, including the Project, at the Community's own expense; the cost of issuance of the Series 1994 Bonds, which must be borne directly or indirectly by the Community would most likely be greater if the Series 1994 Bonds are sold at public sale by competitive bids than if the Series 1994 Bonds are sold at negotiated sale, and there is no basis, considering prevailing market conditions, for any expectation that the terms and conditions of a sale of the Series 1994 Bonds at public sale by competitive bids would be any more favorable than at negotiated sale; because prevailing market conditions are uncertain, it is desirable to sell the Series 1994 Bonds at a predetermined price; and revenue bonds having the characteristics of the Series 1994 Bonds are typically sold at negotiated sale under prevailing market conditions. P. The Series 1994 Bonds will not be issued unless the Issuer has received a satisfactory opinion of bond counsel to the effect (among other things) that the interest on the Series 1994 Bonds will be excludable from gross income for federal income tax purposes under 4 existing laws of the United States of America at the time of the delivery of the Series 1994 Bonds. Q. The Community, in order to enhance the marketability of the Series B Bonds, has requested Barnett Bank of Jacksonville, N.A. (the "Bank"), to issue to the Trustee (as hereinafter defined) the Bank's direct pay irrevocable transferable Letter of Credit (the "Letter of Credit") to provide payment for and secure the payment of the principal of and interest on, and the purchase price of, the Series B Bonds. The Bank will issue the Letter of Credit concurrently with the issuance of delivery of the Series B Bonds pursuant to the Credit Facility Agreement (as defined in the Indenture) between the Community and the Bank, as the initial Credit Facility Provider (as defined in the Indenture), under which the Community will be obligated, among other things to reimburse the Credit Facility Provider, with interest, for all drawings under the Credit Facility (as defined in the Indenture). R. As security for all of the Community's payment obligations under the Loan Agreement, under the Credit Facility Agreement and under the Indenture, including payment of all debt service requirements on the Series 1994 Bonds, the Community will execute and deliver to the Trustee, for the benefit of the Issuer and the Credit Facility Provider, a Real Estate Mortgage, Security Agreement, Assignment of Rents and Financing Statement(the "Mortgage"). S. Donaldson, Lufkin & Jenrette Securities Corporation (the "Original Purchaser") has advised the Issuer that the Original Purchaser will use reasonable efforts to submit to the Issuer an offer to purchase the Series 1994 Bonds in the form of the Purchase Agreement hereinafter more particularly described (the "Purchase Agreement"), among the Original Purchaser, the Community and the Issuer, upon terms acceptable to the Issuer and the Community, and the Issuer does hereby find and determine that it is in the best financial interest of the Issuer to authorize the execution and delivery of the Purchase Agreement in the manner and upon the terms hereinafter provided. Upon the execution of the Purchase Agreement by the Issuer, the Community and the Original Purchaser, the Series 1994 Bonds shall be sold to the Original Purchaser pursuant to the terms and provisions of the Purchase Agreement. T. Prior to the execution of the Purchase Agreement, the Original Purchaser shall provide the Issuer with a disclosure statement, satisfactory to the Issuer, containing the information required by Section 218.385, Florida Statutes. The Issuer shall not require any further disclosure from the Original Purchaser. U. The purposes of the Act will be more effectively served by awarding, or causing to be awarded, contracts for the construction, installation and equipping of the Project upon a negotiated basis rather than by awarding, or causing to be awarded, such contracts based on competitive bids. V. The Project comprises a "health care facility" within the meanings of the Act. The costs of the Project to be paid from the proceeds of the Series 1994 Bonds in accordance 5 with the terms of the Loan Agreement and the Indenture (as hereinafter defined), will constitute "costs" of a "project" within the meaning of the Act. SECTION 4. REFUNDING OF SERIES 1989 BONDS AUTHORIZED. The refunding of the Series 1989 Bonds in the manner herein provided is hereby authorized. SECTION 5. FINANCING OF PROJECT AUTHORIZED. The financing of the acquisition, construction and installation of the Project in the manner herein provided is hereby authorized. SECTION 6. AUTHORIZATION OF SERIES 1994 BONDS. For the purpose of providing funds to (i) refund the Series 1989 Bonds, (ii) pay or reimburse a part of the costs of the Project, (iii) fund a debt service reserve fund for the Series 1994 Bonds, and (iv) pay a part of the cost of issuing the Series 1994 Bonds, and subject and pursuant to the provisions hereof, the issuance of the Series A Bonds, in an aggregate principal amount of not to exceed $23,000,000, and the Series B Bonds, in an aggregate principal amount of not to exceed $22,000,000, is hereby authorized. Such Series 1994 Bonds shall be designated as provided in Section 3.D. hereof and shall be subject to payment as provided in the Indenture, the form of which is attached hereto as Exhibit "A" (the "Indenture"), and shall be issued in the name of and delivered to the Original Purchaser or as otherwise directed by the Original Purchaser. The Series 1994 Bonds shall be dated such dates, shall bear interest at such rates, shall be payable or shall mature on such date or dates, shall be issued in such denominations, shall be subject to optional and mandatory redemption at such time or times, and upon such terms and conditions, shall be payable at the place or places and in the manner, shall be executed, authenticated and delivered, shall otherwise be in such forms, and subject to such terms and conditions, all as provided in the Indenture and the Purchase Agreement. The Series 1994 Bonds and the premium, if any, and the interest thereon shall not be deemed to constitute a general debt, liability or obligation of the Issuer or of the State or of any political subdivision thereof, or a pledge of the faith and credit of the Issuer or of the State or of any political subdivision thereof, but shall be payable solely from the revenues provided therefor, and the Issuer is not obligated to pay the Series 1994 Bonds or the interest thereon except from the revenues and proceeds pledged therefor and neither the faith and credit nor the taxing power of the Issuer, the State or any political subdivision thereof is pledged to the payment of the principal of, premium, if any, or interest on the Series 1994 Bonds. SECTION 7. AUTHORIZATION OF EXECUTION AND DELIVERY OF INDENTURE. In order to secure the payment of the principal of, premium, if any, and the interest on the Series 1994 Bonds herein authorized, according to their tenor, purport and effect, and in order to secure the performance and observance of all of the covenants, agreements and conditions in said Series 1994 Bonds, the execution and delivery of the Indenture, a proposed form of which is attached hereto as Exhibit "A," is hereby authorized. The form of the Indenture is hereby approved, subject to such changes, insertions and omissions and such filling 6 • of blanks therein as may be approved and made in such form of Indenture by the Trustee and by either of the officers of the Issuer executing the same, in a manner consistent with the provisions of this Resolution, such execution to be conclusive evidence of such approval. First Union National Bank of Florida, Jacksonville, Florida is hereby designated as the initial trustee (in such capacity, the "Trustee") under the Indenture. SECTION 8. AUTHORIZATION OF EXECUTION AND DELIVERY OF LOAN AGREEMENT. As authorized by and in conformity with the Act, it is desirable and in the public interest that the Issuer loan funds to the Community to refund the Series 1989 Bonds and finance the acquisition, construction and installation of the Project, such loan to be evidenced by and to be made pursuant to the Loan Agreement between the Issuer and the Community, a proposed form of which is attached hereto as Exhibit "B," and the execution and delivery of the Loan Agreement are hereby authorized, and the assignment of certain rights of the Issuer under the Loan Agreement by the Issuer to the Trustee are hereby authorized. The form of the Loan Agreement is hereby approved, subject to such changes, insertions and omissions and such filling of blanks therein as may be approved and made in the form of the Loan Agreement by the Community and by either of the officers of the Issuer executing the same, in a manner consistent with the provisions of this Resolution, such execution to be conclusive evidence of such approval. SECTION 9. APPROVAL OF MORTGAGE. To provide collateral security for the payment of the Series 1994 Bonds, the Issuer has directed that the Community mortgage the Project Facilities, including the Project, pursuant to the Mortgage from the Community, as grantor, to the Trustee, as mortgage trustee, a proposed form of which is attached hereto as Exhibit "C." The form of the Mortgage is hereby approved, subject to such changes, insertions and omissions and such filling of blanks therein as may be approved in such form by the Community, the Trustee and the Mayor-Commissioner or Mayor Pro Tempore of the Issuer (the "Mayor-Commissioner"), such approval by the Mayor-Commissioner to be evidenced conclusively by such officer's execution of the Indenture. SECTION 10. APPROVAL OF LEITER OF CREDIT SECURING SERIES B BONDS. To provide additional security for the payment of the Series B Bonds, the Community has agreed to obtain the Letter of Credit from the Bank. The form of the Letter of Credit is attached hereto as Exhibit "D," and is hereby approved, subject to such changes, insertions and omissions and such filling of blanks therein as may be approved in such form by the Community, the Bank and by the Mayor-Commissioner, such approval by the Mayor-Commissioner to be evidenced conclusively by such officer's execution of the Indenture. SECTION 11. AUTHORIZATION OF EXECUTION AND DELIVERY OF PURCHASE AGREEMENT. A negotiated sale of the Series 1994 Bonds is hereby authorized. The Mayor-Commissioner is hereby authorized and directed to award the sale of the Series A Bonds to the Original Purchaser in an aggregate principal amount not to exceed $23,000,000, at a purchase price of not less than 98% of the original principal amount of the Series A Bonds (excluding original issue discounts, if any), plus accrued interest thereon to the date of delivery, 7 with a final maturity date not later than December 31, 2024, and at a net interest cost of not to exceed 8.50%, upon the terms and conditions set forth in the Purchase Agreement. The Mayor- Commissioner is hereby authorized and directed to award the sale of the Series B Bonds to the Original Purchaser in an aggregate principal amount not to exceed $22,000,000, at a purchase price of not less than 99% of the original principal amount of the Series B Bonds, with a final maturity date not later than December 31, 2024, bearing interest initially at the Daily Rate (as defined in the Indenture), upon the terms and conditions set forth in the Purchase Agreement. The Purchase Agreement, substantially in the form attached hereto as Exhibit "E," with such changes, corrections, insertions and deletions as may be necessary or desirable and approved by the Community and the Mayor-Commissioner prior to the execution thereof, such necessity or desirability and approval by the Community and the Mayor-Commissioner to be presumed by their execution thereof. The Mayor-Commissioner is hereby authorized to execute the Purchase Agreement for and on behalf of the Issuer pursuant to the terms hereof, all of the provisions of which, when executed and delivered by the Issuer as authorized herein and by the Community, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. The authority for the issuance of such aggregate principal amount of Series 1994 Bonds herein authorized which shall not be delivered hereafter to the Original Purchaser pursuant to the provisions of the Purchase Agreement is hereby canceled and rescinded. SECTION 12. AUTHORIZATION OF EXECUTION OF REMARKETING AGREEMENT. In order to obtain the lowest possible interest rate in connection with the initial issuance of the Series B Bonds, the Community has agreed to permit the Series B Bonds to contain provisions allowing them to be "put" back to the Community by the holders of the Series B Bonds and then be remarketed, and to the extent that they cannot be remarketed, the Trustee has agreed to purchase the Series B Bonds on behalf of the Community through payments from the Community or a draw on the Letter of Credit. In order to accommodate such plan of financing, the Community has agreed to enter into a Remarketing Agreement with Donaldson, Lufkin & Jenrette Securities Corporation (in such capacity, the "Remarketing Agent") in the form attached hereto as Exhibit "F" (the "Remarketing Agreement"). The form of the Remarketing Agreement is hereby approved, subject to such changes, insertions and omissions and such filling of blanks therein as may be approved in such form by the Community, the Remarketing Agent and by the Mayor-Commissioner, such approval by the Mayor-Commissioner to be evidenced conclusively by such officer's execution of the Indenture. There is hereby delegated by the Issuer to the Remarketing Agent under the Remarketing Agreement such authority as is necessary for the establishment of the interest rate on the Series B Bonds pursuant to the terms of the Indenture and to carry out all duties established by the Remarketing Agreement. SECTION 13. APPROVAL OF PRELIMINARY OFFICIAL STATEMENTS AND DESIGNATION. The Preliminary Official Statement relating to the Series A Bonds and the Preliminary Official Statement relating to the Series B Bonds (collectively, the "Preliminary Official Statements"), substantially in the forms attached hereto as Exhibit "G" and Exhibit "H," respectively, with such changes, corrections, insertions and deletions as may be approved by the Mayor-Commissioner, such approval by the Mayor-Commissioner to be evidenced conclusively 8 by the execution of a certificate substantially in the form attached hereto as Exhibit "I" is hereby approved and authorized. The Mayor-Commissioner is hereby authorized to approve the final forms and content of the final Preliminary Official Statements and to deem the same final as of their respective dates on behalf of the Issuer for purposes of Rule 15c2-12 of the Securities and Exchange Commission and to execute a certificate to that effect substantially in the form attached hereto as Exhibit "I." Use of the Preliminary Official Statements by the Original Purchaser to market the Series 1994 Bonds is hereby approved and authorized. SECTION 14. AUTHORIZATION OF FINAL OFFICIAL STATEMENTS. A final Official Statement relating to the Series A Bonds, substantially in the form of the Preliminary Official Statement relating to the Series A Bonds, and a final Official Statement relating to the Series B Bonds, substantially in the form of the Preliminary Official Statement relating to the Series B Bonds (collectively, the "Official Statements"), with such changes, corrections, insertions and deletions as may be necessary or desirable and approved by the Mayor- Commissioner, such approval by the Mayor-Commissioner to be evidenced conclusively by his execution of one or more copies thereof, is hereby approved and authorized. The Mayor- Commissioner is hereby authorized to evidence the Issuer's approval of the final Official Statements by execution of one or more copies thereof in the manner provided herein. SECTION 15. REGISTRAR AND PAYING AGENT. The Trustee, having its principal corporate trust office in Jacksonville, Florida, is hereby appointed to serve as the initial Registrar and Paying Agent for the Series 1994 Bonds under the Indenture. SECTION 16. ASSIGNMENT OF LOAN AGREEMENT. All rights of the Issuer under the Loan Agreement (other than certain rights of the Issuer reserved therein) will be assigned by the Issuer to the Trustee under the terms of the Indenture. SECTION 17. AUTHORIZED OFFICERS OF ISSUER. The Mayor-Commissioner and the City Clerk and any deputy City Clerk (the "City Clerk") of the Issuer are hereby authorized and empowered to execute and deliver the Series 1994 Bonds, the Indenture, the Loan Agreement, the final Official Statements and the Purchase Agreement, and all documents contemplated thereby, in each case, subject to such changes and modifications as such officers may approve, such execution to be conclusive evidence of any such approval, and to affix thereto or impress thereon, the seal of the Issuer. SECTION 18. AUTHORIZATION OF EXECUTION OF OTHER DOCUMENTS, INSTRUMENTS, CONTRACTS AND CERTIFICATES. The officers, employees and agents of the Issuer and the Issuer are hereby authorized and directed to execute such documents, instruments and contracts, whether or not expressly contemplated hereby, and to do all acts and things required by the provisions of this Resolution and by the provisions of the Series 1994 Bonds, the Indenture, the Loan Agreement, the Mortgage, the Letter of Credit, the Remarketing Agreement and the Purchase Agreement authorized herein, as may be necessary for the full, punctual and complete performance of all the terms, covenants, provisions and agreements herein and therein contained, or as otherwise may be necessary or desirable to effectuate the 9 n or as maybe requested bybond counsel, the Original purpose and intent of this Resolution, eq Purchaser, the Bank, the Remarketing Agent, the Community, the Trustee or the Registrar and Paying Agent. The Mayor-Commissioner and the City Clerk are hereby designated as the primary officers of the Issuer charged with responsibility of issuing the Series 1994 Bonds, and the Mayor-Commissioner is hereby authorized to delegate to any other person any of the duties or authorizations of the Mayor-Commissioner or the City Clerk hereunder. SECTION 19. NO PERSONAL LIABILITY. No representation, statement, covenant, warranty, stipulation, obligation or agreement herein contained, or contained in the Series 1994 Bonds, the Loan Agreement, the Indenture, the Mortgage, the Letter of Credit, the Remarketing Agreement, the Purchase Agreement, the Official Statements or any certificate or other instrument to be executed on behalf of the Issuer in connection with the issuance of the Series 1994 Bonds, shall be deemed to be a representation, statement, covenant, warranty, stipulation, obligation or agreement of any commissioner, officer, employee or agent of the Issuer in his or her individual capacity, and none of the foregoing persons nor any officer of the Issuer executing the Series 1994 Bonds, the Loan Agreement, the Indenture, the Remarketing Agreement, the Purchase Agreement, the Official Statements or any certificate or other instrument to be executed in connection with the issuance of the Series 1994 Bonds shall be liable personally thereon or be subject to any personal liability or accountability by reason of the execution or delivery thereof. SECTION 20. NO THIRD PARTY BENEFICIARIES. Except as otherwise expressly provided herein or in the Series 1994 Bonds, the Loan Agreement, the Indenture, the Mortgage, the Remarketing Agreement or the Purchase Agreement, nothing in this Resolution, or in the Series 1994 Bonds, the Loan Agreement, the Indenture, the Mortgage, the Remarketing Agreement or the Purchase Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, corporation or other organization, other than the Issuer, the Community, the Trustee, the Credit Facility Provider, the Remarketing Agent, the Registrar and Paying Agent and the Original Purchaser (and subsequent owners from time to time of the Series 1994 Bonds) any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof, or of the Series 1994 Bonds, the Loan Agreement, the Indenture, the Mortgage, the Remarketing Agreement or the Purchase Agreement, all provisions hereof and thereof being intended to be and being for the sole and exclusive benefit of the Issuer, the Community, the Trustee, the Credit Facility Provider, the Remarketing Agent, the Registrar and Paying Agent and the Original Purchaser (and subsequent owners from time to time of the Series 1994 Bonds). SECTION 21. PREREQUISITES PERFORMED. All acts, conditions and things relating to the passage of this Resolution, to the issuance, sale and delivery of the Series 1994 Bonds, to the execution and delivery of the Loan Agreement, the Indenture and the Purchase Agreement, required by the Constitution or other laws of the State, to happen, exist and be performed precedent to the passage hereof, and precedent to the issuance, sale and delivery of the Series 1994 Bonds, to the execution and delivery of the Loan Agreement, the Indenture and the Purchase Agreement, have either happened, exist and have been performed as so required 10 • • • or will have happened, will exist and will have been performed prior to such execution and delivery. SECTION 22. COMPLIANCE WITH CHAPTER 218, PART III, FLA. STATS. The Issuer hereby approves and authorizes the completion, execution and filing with the Division of Bond Finance, Department of General Services of the State of Florida, at the expense of the Community, of advance notice of the impending sale of the Series 1994 Bonds, of Bond Information Form BF 2003 and of a copy of Internal Revenue Service Form 8038, and any other acts as may be necessary to comply with Chapter 218, Part III, Florida Statutes, as amended. SECTION 23. GENERAL AUTHORITY. The commissioners, officials, attorneys, engineers or other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by this Resolution, the Series 1994 Bonds, the Loan Agreement, the Indenture and the Purchase Agreement and to do all acts and things which are desirable and consistent with the requirements hereof or of the Series 1994 Bonds, the Loan Agreement, the Indenture and the Purchase Agreement, for the full, punctual and complete performance of all the terms, covenants and agreements contained herein or in the Series 1994 Bonds, the Loan Agreement, the Indenture and the Purchase Agreement. SECTION 24. THIS RESOLUTION CONSTITUTES A CONTRACT. The Issuer covenants and agrees that this Resolution shall constitute a contract between the Issuer and the Original Purchaser, and all subsequent owners from time to time of the Series 1994 Bonds, and that all covenants and agreements set forth herein and in the Series 1994 Bonds, the Loan Agreement, the Indenture and the Purchase Agreement to be performed by the Issuer shall be for the equal and ratable benefit and security of the Original Purchaser and all subsequent owners from time to time of the Series 1994 Bonds, without privilege, priority or distinction as to lien or otherwise of any of the Series 1994 Bonds over any other of the Series 1994 Bonds. SECTION 25. SEVERABILITY OF INVALID PROVISIONS. In case any one or more of the provisions of this Resolution shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Resolution, and this Resolution shall be construed and enforced as if such illegal or invalid provision had not been contained herein. This Resolution is adopted and the Indenture and the Loan Agreement shall be executed, and the Series 1994 Bonds shall be issued, with the intent that the laws of the State shall govern their construction, except as shall otherwise be expressly provided by the terms thereof. 11 SECTION 26. REPEALING CLAUSE. All resolutions or parts thereof in conflict herewith are hereby repealed. SECTION 27. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this ninth day of May, 1994. CITY OF ATL• JN BEACH, FLORIDA 1111 4r (OFFICIAL SEAL) B %//1-- mayor-Commissioner ATTEST: c�e_,c.i - r..• City lerk Approved as to Form and Correctness: i / (//1>.Ad, /d. 1%ty Attorne \DOCS\FLEET.94WES.4105/09/94 3:01pm 78204/104 I JAXA08 1 JM Maki 12 LIST OF EXHIBITS Exhibit A - Indenture of Trust Exhibit B - Loan Agreement Exhibit C - Real Estate Mortgage, Security Agreement, Assignment of Rents and Financing Statement Exhibit D - Letter of Credit Exhibit E - Bond Purchase Agreement Exhibit F - Remarketing Agreement Exhibit G - Preliminary Official Statement relating to Series A Bonds Exhibit H - Preliminary Official Statement relating to Series B Bonds Exhibit I - Rule 15c2-12 Certificate EXHIBIT A Indenture of Trust EXHIBIT B Loan Agreement EXHIBIT C Real Estate Mortgage, Security Agreement, Assignment of Rents and Financing Statement EXHIBIT D Letter of Credit EXHIBIT E Bond Purchase Agreement EXHIBIT F Remarketing Agreement EXHIBIT G Preliminary Official Statement Relating to Series A Bonds EXHIBIT H Preliminary Official Statement Relating to Series B Bonds EXHIBIT I Rule 15c2-12 Certificate The undersigned, having been duly authorized by the City of Atlantic Beach, Florida (the "City"), to execute this certificate on behalf of the City, hereby (a) certifies that the undersigned is the [Mayor-Commissioner] [Mayor Pro Tempore] of the Issuer and has reviewed the Preliminary Official Statements relating to the City's Fixed Rate Improvement and Refunding Revenue Bonds, Series 1994A (Fleet Landing Project), and the City's Variable Rate Demand Improvement and Refunding Revenue Bonds, Series 1994B (Fleet Landing Project) (collectively, the "Preliminary Official Statements") attached hereto as Attachment I and II, respectively, and (b) on behalf of the City approves the form and content of the Preliminary Official Statements and deems such Preliminary Official Statements final as of their dates for purposes of Rule 15c2- 12 of the Securities and Exchange Commission, except for such omissions permitted by Rule 15c2-12. Name: Title: Date: \DOCS\FLEET.94\RES.4106/09/94 4:16pm 76204/104 I JAXA081 JMM:dq