Resolution No. 06-16RESOLUTION NO. 06-16
A RESOI,Irrlom AUIIIORIZING THE EXECUTION AND
DELIVERY OF A MEMORANDUM OF AGREEMENT WITH
NAVAL CONTINUING CARE RETIREMENT FOUNDATION,
INC., A FLORIDA NOT-FOR-PROFIT CORPORAMON, WITH
RESPECT TO FINANCING ALL OR A PART OF PIE COST OF A
CAPITAL PROJECT CONSISTING OF 'HIE ACQUISITION,
CONS TRUCTION AND INSTALLATION OF CERTA1H CAPITAL
IMPROVEMENTS TO THE CONTINUING CARE RETIREMENT
FACILITY KNO ' AS "FLEET LANDING," WHICH IS OWNED
AND OPERAIED BY SAI1) CORPORATION, AND THE
ISSUANCE AND SALE OF CITY OF ATLANTIC BEACH,
FLORIDA EALTH CARE EACH ITIES REVENUE BONDS
(FLEET LANDING PROJECT), 1 AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $20,000,000, FO THE PURPOSE
OF FFNANC1 ••G ALL OR A PART OF THE COST OF SAID
PROJECT; ALL PURSUANT TO ",' 1-1E CONSTITUTION OF THE
STATE OF FLORIDA, PART II OF CH. ER 159, FLORIDA
STAT AS AMENDED, AND O'FFIER APPLICABLE
PROVISIONS OF LAW.
E IT RESOLVED
ATLANTIC BEACH:
THE CITY COMMISSION OF THE CITY OF
SECTION 1. AUTH.OITY.EQRIBIS ESOLUTION.
This Resolution is adopted pursuant to the provisions of the Consti tion of the State of
Florida, Part 11 of Chapter 159, Florida Statutes, as amended, and other applicable provisions of
law (collectively, the "Act").
SECTION 2. FINDINGS.
It is hereby found, ascertained, determined and declared that:
A. "lhe City of Atlantic Beach (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 therefore, and to obtain
funds to finance the cost thereof by the issuance of its revenue bonds 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
RESOLUTION NO 06-14 Page 1 of 5
kir and contributing to the .health„ safety a d welfare of the people of the State, and the Iss er is
further authorized by the Act to pledge and assign as security .for the ayment of the principal of
and interest on such bonds any reve,. ues derived by the Issuer pursuant to fi an.ci: agreements
with respect to such projects,
Naval Continui g Care Retirement Foundation, Inc., a Florida not-for-profit
corporation (the "Borrower"), owns an existing continuing care retirement facility known as
"Fleet Landing- which is located at 0 e Fleet Landing Boulevard, Atlantic Beach, Florida, on a
site containing approximately 100 acres.
The Borrower has requested that the Issuer take official action expressing the
Issuer's intention to issue and sell its llealth Care Facilities Revenue Bonds (Fleet Landing
Project), in an aggregate principal a ount of ot to exceed $20,000,000 (the "Bonds"), for the
purpose of fl ancing all or any part of the cost of the acquisition, construction and installation of
certain capital improvements to Fleet Landing, including witho t lirnitatio , 35 independent
living units co sisting of 5 homes and 15 duplexes (each containing 2 units), a co munity ce ter
containing auditorium, fitness center, lap pool, technology center., dining a d. kitchen facilities,
a d related facilities, renovations to the existing arie ity center, and related facilities, fixtures,
furn and equi ment (collectively, the "Project"). The rojeci will he owned and operated
by the Borrower.
B. if the Bonds are iss cd, the Borrower will be oblig ted under loan or ther financing
agreements with the Issuer to operate, repair and aintain the Project at no expense to the Issuer,
to make payments SU icient to ay the rincipal of and premi m, if any, and interest on the
Bo ds when and as the same become due, rid for the payment of all other costs incurred by the
issuer in connectio, with the financing and ad linistratim of the Project which are not paid out
of the Bond proceeds or otherwise; the 1, onds are to be secured by such obligations of the
Borrower and by an irrevocable direct -pay letter of credit (including any substitute letter of credit
delivered in accord ice with the fj,ancing doe ments, the "Letter of Credit") to be issued by
Wachovia Ba. k, Natio al Associatio ; and it is expected that the interest on all or a portion of
the Bonds will be excl. ded from gross income kir federal income tax purposes; all as permitted
by the Constitution and .ther laws of the United States a d of the State and as authorized by the
Act„
Upon consideration of the information furnished by the Borrower a d other available
information, it a pears that:
) The Project and the fina cing of all or a part of the cost of the Project by the
lss er will be in furtherance of the pu oses of the Act in at it will encourage the location of
the Project in Duval Co rity (the "County-) and the State, it will enhance and ex and the health
care industries, promote and foster the economic growth and development of the iss er and the
State, advance the public • oses providing mode and efficient continuing care facilities in
the City and the Cou ty, improve lining conditions and health care and will serve other
predoniina tly p Mc purposes as set fo h in the Act.
(2) The Pr ject is appropriate to the needs and circu stances of and shall make a
significant contribution to the economic growth and developnie t of the City, the County and the
RISCA,414:10N 06- 4 6
Page 2. of 5
State, shall preserve and provide gainful ei ployment and shall serve a public purpose by
advancing the econor ic prosperity and the general welfare, of the City, the County, the State and
its people as stated in Section 15926, Florida Statutes, as a „le ded.
(3) Subject to the condition that the orrower provide the Letter of Credit to
sec re the payment of the Bonds, and based upo the -financial information heretofore furnished
to the Issuer by the Borrower, the Borrower is financially responsible and hilly capable and
willing to serve the purposes of the Act and fulfill its obligations under the proposed financing
agreements for the Project and under any other agreements to be made in connection with e
issuance of the " onds 1;,,,,d the use of the Bond proceeds for financing all or a part of the cost of
the Project, including the obligation to pay loa, payments or other payments in an amount
sufficient in the aggregate to pay all of the interest, principal and redemption premiums, if any,
on the Bonds, in the a „ounts a d at the times required, the bligation to operate, re air and
tain the Project at the Borrower's own ex ense, and such other responsibilities as ay be
imposed der such agreements, due consideration having been given to the financial condition
of the orrower, its ratio of current assets to current liabilities, net worth, ea ings trends and
coverage of all fixed charges, the nature of the industry or business d of the activity involved,
the inherent stability thereof a d other factors determinative of° the capabilities of the Borrower
financially and otherwise, to fWfiU its obligations consistently with the purposes of the Act, and
to the condition that the londs be fully secured by the Letter of Credit.
(4) The City and other local agencies will be able to cope satisfacto ly with the
impact of the Project and will he 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 rnainterr ,ee of the Project and on accou t of any increase in
population or other circ mstances resulting therefro
(.5) The Borrower has requested satisfactory expressions and declaratio s of i„ tent,
by the Iss er that, upon the satisfaction of all requirements of law and all conditions to be met,
i eluding a public heart g and all fmdi gs required by the Inter al Revenue Code of 1986„ as
a e .ded (together with the reguL tion.s pro.ulgated thereunder, whet er proposed, temporary or
final, the "Code"), adoption by the Issuer of a resolution a thorizing the Bonds, and the receipt
by the Issuer of a bond approving opinion of hond counsel satisfactory to the Issuer, the Bonds
will he issued and sold and the roceeds thereof will be made available to finance and refinance,
the costs of the Project, to the extent of such proceeds,
(6) A negotiated sale of t e Bonds is required and necessary, and is i the best
interest °Tithe Issuer, for the following reaso s: the Bonds will be special a d li iited obligatio s
of the Issuer payable solely from proceeds of the Letter of Credit and other reven es a
proceeds derived by the Issuer pursuant to the financing agreements, a d the Borrower will
obligated for the payment of all costs of the Issuer in co iection with the financing a d
ad nnistratio of the Project which are not paid o t of the Bond proceeds or otherwise d for
operation and ai tenance of the Project at no expense to the Issuer; the cost of issuance of the
Bonds, which will he bo e directly or indirectly by the Borrower, -could he greater if the Bonds
are sold at iuihc sale by competitive bids than if the onds are sold at negotiated sae, and a
public sale by competitive bids 'would cause undue delay in the financing of the Project; revenue
bonds havi g the characteristics of the Itonds are typically and usually sold at negotiated sale;
R.BOLAITION NO, 06-16
Pae 3 ot 5
the Borrower has requested that a negotiated sale of the Bonds he authorized by the issuer; and
authorization of a negotiated sac of the Bo ds is necessary in order to serve the pu toses of the
Act.
(7) R is proposed that the Issuer and the Borrower enter into a memorandum of
agreement in the form prese ted at this meeting (the "Mei ()random of Ag,reement"), allowing
for the Bo.ower as independent contractor, and not as age t for the Issuer, to proceed, at its
election, with the acquisition, construction, installation and com.!itletion of the Project„ all at no
cost to the issuer pending the issuance and sale of the Bonds; and providing a o g other things
expressions a d declarations of i tent for the onds to be issued and sold at negotiated sale mato
the terms and conditions hereof a d thereof; fOr the use and application of the proceeds of sale of
the Bonds to ay all or any part of the "cost" (as defined in the Act) of the Project, to the extent
of such proceeds; for loan or other financing agreements between the Issuer and the Borrower
whereby the Borrower will be unconditio ally obligated to operate., repair and maintain the
Project at o expense to the Issuer, to ,e payments sufficient in the aggregate to ay '1111 of the
pri cipal of and interest and rede ption premiu s, if any„ on the Bonds, and to pay all other
costs incurred by the Issuer in connection with the financing and Irninistration of the Project
which are not paid out of the Bond proceeds or otheRvise; and for such other 'financing
agreements, bide tures, and related agreements as shall be necessary or appropriate,
(8) The urposes of the Act will be more effectively served if, a d it is necessary
and desirable and in the best interest of the issuer that, the Mernorand m of Agreement be
executed and delivered by and on behalf of the Issuer.
SEC:1101N 3. AUTHORIZATION OF MEMORAN UM OF A GI EEMENT,
The Memorandum of Agreement in the forin and with the cclents presented at and filed
with the inutes of this meeting, be and the sar e is hereby approved, and the Mayor -
Com issioner and the City Manager of the Issuer, or either of them, are hereby authorized and
direete , in the arne and on behalf of e Issuer, to execute and deliver said Memorandum of
Agree lent.
SECTION 4, TEIFIRA
Beca se a portion of the Project will be located within the City of Jacksonville, Florida,
the City C•mmission hereby requests the Mayor of the City of Jacksonville to approve the
iss ance of the Bonds by the issuer solely for purposes of Sectio 147(f) of the Internal Revenue
Code of 1986, as a e ded (the "Code"), after the blic hearing held in accordance with Section
147(f) of the Code.
SECTION 5. REPEALING icLAI,a2„.
An resolutions or orders and parts thereof in COO ct herewith, to the extent of such
conflict, are hereby superseded and repealed.
ON NO 0646 Page 4 of 5
SECTION 6. EY 'CI1VE
This resoluitio shall take effect irni. ediately.
PASSED AND ADOPTED this 13th day of November, 2006.
(OFIFICIAL, SEAL)
ATTEST:
...lily Clerk.
APPROVED AS TO FORM AN
CORRECTNESS
RESOLUTION NO. 06-14I
CITY OF ATLANTIC: BEACH, El...DRIDA
Rage 5 of 5
yor-Corranissioner