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89-04 v RESOLUTION NO. 89-4 A RESOLUTION PROVIDING FOR FINANCING BY THE CITY OF ATLANTIC BEACH, FLORIDA OF ALL OR PART OF THE COST OF THE ACQUISITION, CONSTRUCTION AND INSTALLATION OF A CONTINUING CARE RETIRE- MENT FACILITY TO BE KNOWN AS "FLEET LANDING, " TO BE LOCATED IN THE CITY OF ATLANTIC BEACH, FLORIDA, AND TO BE OWNED AND OPERATED BY NAVAL CONTINUING CARE RETIREMENT FOUNDATION, INC. ; PROVIDING FOR THE ISSUANCE BY THE CITY OF $62 , 950, 000 PRINCIPAL AMOUNT OF ITS VARIABLE RATE DEMAND REVENUE BONDS (FLEET LANDING PROJECT) , SERIES 1989, AND FOR A LOAN BY THE CITY TO SAID COMPANY IN A PRINCIPAL AMOUNT EQUAL TO THE PRINCIPAL AMOUNT OF SUCH BONDS, TO FINANCE ALL OR A PORTION OF THE COST OF SAID PROJECT; 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; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH SAID COMPANY TO FINANCE THE PROJECT AND TO PROVIDE SECURITY FOR SUCH OBLIGATION; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE; APPOINTING SOUTHEAST BANK, N.A. , AS INITIAL TRUSTEE THEREUNDER; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECU- TION OF A FINAL OFFICIAL STATEMENT; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN OTHER DOCUMENTS REQUIRED IN CONNECTION WITH THE FOREGOING; AWARDING THE SALE OF THE BONDS AND APPROVING THE CONDITIONS AND CRITERIA OF SUCH SALE; AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT; DESIGNATING A REMARK- ETING AGENT AND TENDER AGENT AND MAKING CERTAIN OTHER APPOINTMENTS; AND PROVIDING CERTAIN OTHER DETAILS IN CONNECTION THEREWITH; ALL PURSUANT TO CHAPTER 159, PART II, FLORIDA STATUTES, AS AMENDED. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF ATLANTIC BEACH, FLORIDA: -1- SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolu- tion 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 deter- mined and does hereby declare that: A. In Resolution No. 88-27 adopted by the City Commis- sion of the City of Atlantic Beach, Florida (the "Issuer") on December 5, 1988 (the "Inducement Resolution") , the Issuer author- ized the issuance of the Issuer's Variable Rate Demand Revenue Bonds, Series 1989 (Fleet Landing Project) , in an aggregate prin- cipal amount not to exceed $65, 000, 000 (the "Bonds") , upon vari- ous conditions named therein, to induce Naval Continuing Care Retirement Foundation, Inc. , a Florida not-for-profit corporation (the "Borrower") , to initiate the acquisition, construction and installation of a continuing care retirement facility to be known as "Fleet Landing, " more particularly described on Exhibit "A" hereto (the "Project") , on land (the "Project Site") located in the City of Atlantic Beach, Florida (the "City") . B. Pursuant to the Inducement Resolution, the Borrower has now arranged for the acquisition, construction and installa- tion of the Project on the Project Site. The Project will be the type of capital project sufficient to accomplish the purposes of the Act. The Issuer has been advised by the Borrower that it has been determined that the amount required to (i) finance the cost of the Project, (ii) fund a debt service reserve fund, and (iii) pay a portion of the costs incurred in connection with the issu- ance of the Bonds, is $62 , 950, 000. C. The Issuer is an incorporated municipality under the Constitution and laws of the State of Florida, and is a local agency duly authorized and empowered by Chapter 159, Part II, Florida Statutes, as amended, to finance the acquisition, con- struction, reconstruction, improvement, rehabilitation, renova- tion, expansion and enlargement, or additions to, furnishing and equipping of any capital project, including any "project" for any "health care facility" (as the quoted terms are defined or described in the Act) , including land, rights in land, buildings and other structures, machinery, equipment, appurtenances and -2- 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, for the purposes of enhancing and expanding the agriculture, tourism, urban develop- ment, historic preservation, education and health care industries, among others, enhancing other economic activity in the State of Florida (the "State") by attracting manufacturing development, business enterprise management and other activities conducive to economic promotion, the economic development of the City, Duval County, Florida (the "County") and the State, increasing purchas- ing power and opportunities for gainful employment, improving the prosperity and welfare of the State and its inhabitants, improv- ing education, living conditions and health care, promoting the preservation of historic structures, the rehabilitation of enter- prise zones, improved transportation, effective and efficient pollution control, the advancement of education and science and research in the economic development of the State, increasing purchasing power and opportunities for gainful employment, and otherwise providing for and contributing to the health, safety and welfare of the people of the State. D. A public hearing was held by the Issuer on December 5, 1988 , upon public notice published in the 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 afforded reasonable opportun- ity to be heard on all matters pertaining to the location and nature of the proposed Project and to the issuance of the Bonds. The public hearing provided a reasonable opportunity for inter- ested individuals to express their views, both orally and in writing, on the proposed issue of the 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 Bonds, stated the time and place for the hear- ing and contained the information required by the Internal Reve- nue Code of 1986, as amended, and applicable regulations there- under (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 the County and the State, and provided sufficient time for interested persons to prepare for and to express their views at such hearing. E. The 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 Bonds will be -3- excludable from gross income for federal income tax purposes under existing laws of the United States of America at the time of the delivery of the Bonds. F. The Borrower has shown that the Project will allevi- ate unemployment in the City, it will improve living conditions and health care, it will foster the economic growth and develop- ment 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 pub- lic purposes of the Act, and it will most effectively serve the purposes of the Act, for the Issuer to finance the acquisition, construction and installation of the Project and to issue and sell the 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 Agreement (as hereinafter defined) , which contains such provisions as are necessary or con- venient 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 circum- stances resulting therefrom, provided that the Borrower complies with terms and provisions of an agreement by and between the City and the Borrower relating to the provision of water and sewer services by the City to the Borrower. Notwithstanding any pro- visions to the contrary contained herein, the City will not incur any obligation (financial or otherwise) to provide such public facilities, utilites 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 Borrower to proceed with the acquisition, construction and installation of the Project in the City. I. Adequate provision has been made in the documents attached hereto for a loan by the Issuer to the Borrower to fi- nance the acquisition, construction and installation of the Project, and thereafter for the operation, repair and maintenance -4- of the Project at the expense of the Borrower and for the repay- ment by the Borrower of the loan in installments sufficient to pay the principal of and the interest on the Bonds and all costs and expenses relating thereto in the amounts and at the times required. J. The Borrower, and Commonwealth Bank of Australia, acting through its New York Branch (which will issue the Letter of Credit, as that term is hereinafter defined) , are financially responsible based on the criteria established by the Act, the Borrower is fully capable and willing to fulfill its obligations under the Loan Agreement (the "Agreement") , hereinafter more par- ticularly described, between the Borrower and the Issuer, includ- ing 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 at the Borrower's own expense and such other obligations and responsibilities as are imposed under the Agreement. The payments to be made by the Borrower to the Issuer and the other security provided by the Agreement, the Mortgage and the Indenture and the Letter of Credit, as those terms are hereinafter defined, are adequate within the meaning of the Act for the security of the Bonds. K. The Issuer is not obligated to pay the Bonds except from the proceeds derived from the repayment of the loan to the Borrower, or from the other security pledged therefor or from draws under the Letter of Credit, as hereinafter defined, 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 Bonds. L. The Issuer and the Borrower will concurrently with the issuance of the Bonds execute the documentation required for the financing of the Project as contemplated hereby. M. The Issuer deems it advisable that the cost of the Project include interest on the Bonds for a reasonable period of time after completion of the Project, if so requested by the Bor- rower and as may be provided in the Agreement. N. The Issuer deems it advisable that the Bonds be designated "City of Atlantic Beach, Florida, Variable Rate Demand Revenue Bonds (Fleet Landing Project) , Series 1989. " 0. A negotiated sale of the Bonds is required and nec- essary and is in the best interest of the Issuer for the follow- ing reasons: the Bonds will be special and limited obligations of the Issuer payable out of moneys derived by the Issuer from -5- the Borrower's operation of the Project or as otherwise provided herein and will be secured by funds of the Borrower; the Borrower will be required to pay all costs of the Issuer in connection with the financing, construction and administration of the Proj- ect which are not paid out of the Bond proceeds or otherwise and to operate and maintain the Project at the Borrower's own expense; the cost of issuance of the Bonds, which must be borne directly or indirectly by the Borrower would most likely be greater if the Bonds are sold at public sale by competitive bids than if the Bonds are sold at negotiated sale, and there is no basis, con- sidering prevailing market conditions, for any expectation that the terms and conditions of a sale of the Bonds at public sale by competitive bids would be any more favorable than at negoti- ated sale; because prevailing market conditions are uncertain, it is desirable to sell the Bonds at a predetermined price; and revenue bonds having the characteristics of the Bonds are typ- ically sold at negotiated sale under prevailing market condi- tions. P. Underwood, Neuhaus & Co. Incorporated (the "Original Purchaser") , has submitted a proposal to purchase the Bonds (the "Purchase Agreement") , hereinafter more particularly described, among the Original Purchaser, the Borrower and the Issuer, and it is in the best interest of the Issuer to accept the offer of the Original Purchaser to purchase $62 ,950, 000 aggregate principal amount of the Bonds, at a privately negotiated sale. Q. Prior to the approval and execution of the Purchase Contract, the Original Purchaser shall provide the Issuer with a disclosure statement, satisfactory to the Issuer, containing the information required by Section 218. 385 (4) , Florida Statutes. The Issuer shall not require any further disclosure from the Orig- inal Purchaser. R. 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. S. The costs of the Project will be paid from the pro- ceeds of the Bonds in accordance with the terms of the Agreement and the Indenture (as hereinafter defined) , and these costs con- stitute costs of a "project" within the meaning of the Act. T. All conditions precedent to the acquisition, con- struction, installation, and financing of the Project set forth -6- in the Inducement Resolution have been satisfied, or will be sat- isfied prior to the delivery of the Bonds, and the proposal will otherwise comply with all of the provisions of the Act. SECTION 4 . RATIFICATION AND CONFIRMATION OF INDUCEMENT RESOLUTION. All actions taken by the Issuer in connection with its December 5, 1988 meeting, pertaining to the adoption of the Inducement Resolution and the execution of the Letter of Intent defined and referred to therein are hereby ratified and confirmed in all respects. SECTION 5. FINANCING OF PROJECT AUTHORIZED. The acqui- sition, construction and installation of the Project is hereby authorized. SECTION 6. AUTHORIZATION OF BONDS. For the purpose of providing funds to (i) finance the cost of the Project, (ii) fund a debt service reserve fund, and (iii) pay a portion of the costs incurred in connection with the issuance of the Bonds, and sub- ject and pursuant to the provisions hereof, the issuance of reve- nue bonds of the Issuer under the authority of the Act in the original aggregate principal amount of $62 ,950, 000, is hereby authorized. Such Bonds shall be designated "City of Atlantic Beach, Florida, Variable Rate Demand Revenue Bonds (Fleet Landing Project) , Series 1989, " and shall be subject to payment as pro- vided in the Trust Indenture by and between the Issuer and the trustee thereunder, the form of which is attached hereto as Exhibit "B" (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 Bonds shall be dated such date, 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 form, and subject to such terms and conditions, all as provided in the Indenture. The Bonds shall bear interest initially at the initial Variable Rate (as defined in the Indenture) calculated in the manner provided in the Indenture, as approved by the Mayor-Commissioner of the Issuer not to exceed 10% (the "Maximum Initial Rate") , with such rate to be thereafter adjusted in accordance with the terms of the Indenture and the Remarketing Agreement (hereinafter de- fined) , as hereinafter described. The authority to approve the -7- • initial Variable Rate is hereby expressly delegated to the Mayor- Commissioner, with his approval to be conclusively evidenced by his execution of the Indenture. The Bonds and the premium, if any, and the interest thereon shall not be deemed to constitute a general debt, liabil- ity or obligation of the Issuer or of the State or of any politi- cal 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 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 or the interest on the 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 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 Bonds, the execution and deliv- ery of the Indenture, a proposed form of which is attached hereto as Exhibit "B", is hereby authorized. The form of the Indenture • is hereby approved, subject to such changes, insertions and omis- sions and such filling 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 con- sistent with the provisions of this Resolution, such execution to be conclusive evidence of such approval. Southeast Bank, N.A. , Miami, Florida is hereby designated as the initial trustee (in such capacity, the "Trustee") under the Indenture and as paying agent with respect to the Bonds. SECTION 8. AUTHORIZATION OF EXECUTION AND DELIVERY OF 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 Borrower to finance the acquisition, construction and installation of the Project, such loan to be evidenced by and to be made pursuant to the Agreement between the Issuer and the Borrower, a proposed form of which is attached hereto as Exhibit "C", and the execution and delivery of the Agreement are hereby authorized, and the assignment of certain rights of the Issuer under the Agreement by the Issuer to the Trustee are hereby auth- orized. The form of the 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 Agreement • -8- by the Borrower and by either of the officers of the Issuer exe- cuting 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 Bonds, the Issuer has directed that the Borrower mortgage the Project and the Project Site and grant a security interest in the Project pursuant to the Real Estate Mortgage, Security Agreement, Assignment of Rents and Financing Statement from the Borrower, as grantor, to the Trus- tee, as mortgage trustee, a proposed form of which is attached hereto as Exhibit "D" (the "Mortgage") . The form of the Mortgage is hereby approved, subject to such changes, insertions and omis- sions and such filling of blanks therein as may be approved in such form by the Borrower, the Trustee and the Mayor-Commissioner of the Issuer, such approval by the Mayor-Commissioner to be evidenced conclusively by his execution of the Indenture. SECTION 10. APPROVAL OF REIMBURSEMENT AGREEMENT. To provide additional security for the payment of the Bonds, and for the payment by the Borrower of its obligations under the Agree- ment, the Borrower has agreed to obtain from Commonwealth Bank of Australia, acting through its New York Branch (in such capacity, the "Bank") , an Irrevocable Letter of Credit (the "Letter of Credit") and to enter into a Reimbursement Agreement and Credit Agreement (the "Reimbursement Agreement") with the Bank. The form of the Reimbursement Agreement, including the form of the Letter of Credit, is attached hereto as Exhibit "E", and is hereby approved, subject to such changes, insertions and omis- sions and such filling of blanks therein as may be approved in such form by the Borrower, the Bank and by the Mayor-Commissioner of the Issuer, such approval by the Mayor-Commissioner to be evidenced conclusively by his execution of the Indenture. SECTION 11. AUTHORIZATION OF EXECUTION AND DELIVERY OF PURCHASE AGREEMENT. A proposed form of the Purchase Agreement presented by the Original Purchaser, a copy of which is attached hereto as Exhibit "F", is hereby approved, subject to such changes, insertions and omissions and such filling of blanks therein as may be approved by the Borrower, by the Original Pur- chaser and by either of the officers of the Issuer executing the same, such execution thereof to be conclusive evidence of such approval. The Mayor-Commissioner and the City Clerk of the Issuer are hereby authorized to execute the Purchase Agreement for and on behalf of the Issuer pursuant to the terms hereof. The Bonds are hereby sold and awarded to the Original Purchaser at the price of 100% of the principal amount thereof, plus accrued interest, if any, thereon to the date of delivery, with -9- an initial Variable Rate not exceeding the Maximum Initial Rate, upon the terms and conditions set forth in the Purchase Agree- ment. 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 Bonds, the Bor- rower has agreed to permit the Bonds to contain provisions allow- ing them to be "put" back to the Borrower by the Bondowners and then be remarketed, and to the extent that they cannot be remark- eted, the Trustee has agreed to purchase the Bonds on behalf of the Borrower through payments from the Borrower or a draw on the Letter of Credit. In order to accommodate such plan of financ- ing, the Borrower has agreed to enter into a Remarketing Agree- ment with Underwood, Neuhaus & Co. Incorporated (in such capa- city, the "Remarketing Agent") in the form attached hereto as Exhibit "G" (the "Remarketing Agreement") . The execution and delivery of the Remarketing Agreement is hereby authorized and 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 Borrower, the Remarketing Agent and by the Mayor-Commissioner of the Issuer, such approval by the Mayor-Commissioner to be evidenced con- clusively by his execution thereof. There is hereby delegated by the Issuer to the Remarketing Agent under the Remarketing Agree- ment such authority as is necessary for the establishment of the interest rate on the Bonds pursuant to the terms of the Indenture and to carry out all duties established by the Remarketing Agree- ment. SECTION 13 . APPROVAL AND AUTHORIZATION OF EXECUTION OF OFFICIAL STATEMENT. The Issuer hereby approves the form of the Preliminary Official Statement relating to the Bonds, a copy of which is attached hereto as Exhibit "H" (the "Preliminary Offi- cial Statement") , authorizes the Mayor-Commissioner of the Issuer to approve such changes, insertions and omissions and such fill- ing of blanks therein as deemed appropriate by such officer, and hereby approves, ratifies and confirms any use of the Preliminary Official Statement that has previously been made by the Original Purchaser or the Issuer in connection with the offer, marketing and sale of the Bonds. The Mayor-Commissioner of the Issuer is hereby authorized to execute, on behalf of the Issuer, the final Official Statement relating to the Bonds with such changes from the Preliminary Official Statement as the Mayor-Commissioner of the Issuer may approve, such execution to be conclusive evidence of such approval. Use of the Preliminary Official Statement by the Original Purchaser to market the Bonds is hereby approved and authorized. -10- SECTION 14 . APPOINTMENT OF TENDER AGENT. Southeast Bank, N.A. , c/o Mellon Securities Transfer Service, New York, New York (the "Tender Agent") , is hereby appointed as the initial Tender Agent under the terms of the Indenture and is hereby authorized to take all actions as such. SECTION 15. ASSIGNMENT OF AGREEMENT. Certain rights of the Issuer under the Agreement shall be assigned by the Issuer to the Trustee under the terms of the Indenture. SECTION 16. AUTHORIZED OFFICERS OF ISSUER. The Mayor- Commissioner and the City Clerk of the Issuer are hereby autho- rized and empowered to execute and deliver the Bonds, the Inden- ture, the Agreement, the final Official Statement, the Remarket- ing Agreement and the Purchase Agreement, and all documents con- templated thereby, in each case, subject to such changes and mod- ifications 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 17 . AUTHORIZATION OF EXECUTION OF OTHER DOCU- MENTS, INSTRUMENTS, CONTRACTS AND CERTIFICATES. The officers, employees and agents of the Issuer and the Issuer are hereby au- thorized 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 Resolu- tion and by the provisions of the Bonds, the Indenture, the Agreement, the Mortgage, the Reimbursement Agreement, 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 purpose and intent of this Resolution, or as may be requested by bond counsel, the Original Purchaser, the Bank, the Remarketing Agent, the Bor- rower, the Trustee or the Tender Agent. The Mayor-Commissioner and the City Clerk are hereby designated as the primary officers of the Issuer charged with responsibility of issuing the 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 18. NO PERSONAL LIABILITY. No representation, statement, covenant, warranty, stipulation, obligation or agree- ment herein contained, or contained in the Bonds, the Agreement, the Indenture, the Mortgage, the Reimbursement Agreement, the Letter of Credit, the Remarketing Agreement, the Purchase Agree- ment or any certificate or other instrument to be executed on behalf of the Issuer in connection with the issuance of the -11- Bonds, shall be deemed to be a representation, statement, cove- nant, warranty, stipulation, obligation or agreement of any com- missioner, 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 Bonds, the Agreement, the Indenture, the Remarketing Agreement and the Purchase Agreement or any certificate or other instrument to be executed in connec- tion with the issuance of the Bonds shall be liable personally thereon or be subject to any personal liability or accountability by reason of the execution or delivery thereof. SECTION 19. NO THIRD PARTY BENEFICIARIES. Except as otherwise expressly provided herein or in the Bonds, the Agree- ment, the Indenture, the Mortgage, the Remarketing Agreement, or the Purchase Agreement, nothing in this Resolution, or in the Bonds, the Agreement, the Indenture, the Mortgage, the Remarket- ing 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 Borrower, the Trustee, the Remarketing Agent, and the Original Purchaser (and subsequent owners from time to time of the Bonds) any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof, or of the Bonds, the Agreement, the Indenture, the Mortgage, the Remarket- ing 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 Borrower, the Trustee, the Remarketing Agent, and the Original Purchaser (and subsequent owners from time to time of the Bonds) . SECTION 20. PREREQUISITES PERFORMED. All acts, condi- tions and things relating to the passage of this Resolution, to the issuance, sale and delivery of the Bonds, to the execution and delivery of the Agreement, the Indenture, the Remarketing Agent and the Purchase Agreement, required by the Constitution or other laws of the State, to happen, exist and be performed prece- dent to the passage hereof, and precedent to the issuance, sale and delivery of the Bonds, to the execution and delivery of the Agreement, the Indenture, the Remarketing Agreement and the Pur- chase Agreement, have either happened, exist and have been per- formed as so required or will have happened, will exist and will have been performed prior to such execution and delivery. SECTION 21. 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, Depart- ment of General Services of the State of Florida, at the expense of the Borrower, of advance notice of the impending sale of the Bonds, of Bond Information Form BF 2003 and of a copy of Internal -12- Revenue Service Form 8038, and any other acts as may be necessary to comply with Chapter 218, Part III, Florida Statutes, as amended. SECTION 22 . 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 Bonds, the Agreement, the Indenture, the Purchase Agreement, the Remarketing Agreement and to do all acts and things which are desirable and consistent with the requirements hereof or of the Bonds, the Agreement, the Indenture, the Remarketing Agreement and, the Purchase Agreement, for the full, punctual and complete performance of all the terms, covenants and agreements contained herein or in the Bonds, the Agreement, the Indenture, the Remarketing Agreement and the Pur- chase Agreement. SECTION 23 . THIS RESOLUTION CONSTITUTES A CONTRACT. The Issuer covenants and agrees that this Resolution shall con- stitute a contract between the Issuer and the Original Purchaser, and all subsequent owners from time to time of the Bonds, and that all covenants and agreements set forth herein and in the Bonds, the Agreement, the Indenture, the Remarketing Agreement 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 Bonds, without privilege, priority or distinction as to lien or otherwise of any of the Bonds over any other of the Bonds. SECTION 24. 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 Reso- lution, 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 Agreement shall be executed, and the 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. SECTION 25. REPEALING CLAUSE. All parts of the Induce- ment Resolution and the Letter of Intent attached thereto and the other agreements contemplated thereby not in conflict with the express terms hereof are hereby reaffirmed. All agreements, if any, of the Issuer not otherwise amended as provided by the Inducement Resolution shall be deemed to be amended to comply with the terms and provisions of this Resolution and the Inden- ture, the Agreement, the Mortgage, the Reimbursement Agreement, -13- • the Letter of Credit, the Purchase Agreement and the Remarketing Agreement. All resolutions or parts thereof in conflict herewith are hereby repealed. SECTION 26. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this seventeenth day of January, 1989 . CITY COMMISSION OF THE CITY OF ATLANTIC BEAC. , DA (OFFICIAL SEAL) I By: J .l ; ATTEST: Mayor-Co m' - - ' •ner • it/d/a401, 3rAd-Ple. q City Cle (� Approved as to Form and Correctness: • ity Attorney GT12RS5 -14- EXHIBIT A The Project consists of the acquisition, construction and installation of a continuing care retirement facility to be known as "Fleet Landing," to be owned by Naval Continuing Care Retirement Foundation, Inc. , a Florida not-for-profit corpora- tion, and to be located within the City of Atlantic Beach, Florida on a site containing approximately 69 acres of land situ- ated on the east side of Mayport Road at the intersection of Assisi Lane and Mayport Road (the current address for Fleet Land- ing being 2405 Mayport Road, Atlantic Beach, Florida) , consisting of the acquisition of approximately 69 acres of land, the con- struction of four three-story apartment buildings (containing approximately 164 living units) , approximately 160 duplex and single-family living units, a community center containing kitchen, dining, recreational and administration facilities, a health center initially containing approximately 26 assisted-living units and approximately 42 skilled nursing beds, and related and appurtenant facilites, and the acquisition and installation of related facilities, machinery, equipment, fixtures and furnish- ings. -15-