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12-05-88 v CITY OF ATLANTIC BEACH SPECIAL CALLED MEETING MONDAY, DECEMBER 5, 1988, 6:30 PM AGENDA 1. Call to order 2. Further discussion relative to the proposed financial procedures for the project known as Fleet Landing 3. Any other business Adjournment MINUTES OF THE SPECIAL MEETING OF THE ATLANTIC BEACH CITY COMMISSION HELD AT CITY HALL ON DECEMBER 5, 1988, AT 6:30 PM 1. Call to order The meeting was called to order by Mayor Gulliford. Present for the meeting were Mayor William I Gulliford, Jr. , and Commissioners Robert B. Cook, Sr., Glenn A. Edwards, Alan C. Jensen, and Adelaide R. Tucker. Also present were City Attorney Claude Mullis, City Manager Richard Fellows, City Clerk Maureen King. 2. Further discussion relative to the proposed financial procedures for the project known as Fleet Landing The Mayor presented in full, in writing Resolution No. 88-27, A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A LEITER R OF INTENT WITH NAVAL CONTINUING CARE RETIREMENT FOUNDATION, INC., A FLORIDA NOT-FOR-PROFIT CORPORATION, WITH RESPECT TO FINANCING THE COST OF THE ACQUISITION, CONSTRUCTION AND INSTALLATION OF A CONTINUING CARE RETIREMENT FACILITY TO BE KNOWN AS "FLEET LANDING," TO BE LOCATED IN THE CITY OF ATLANTIC BEACH, DUVAL COUNTY, FLORIDA, AND TO BE OWNED AND OPERATED BY SAID CORPORATION; AND THE ISSUANCE AND SALE BY THE CITY OF ATLANTIC BEACH OF ITS VARIABLE RATE DEMAND REVENUE BONDS, SERIES 1989 (FLEET LANDING PROJECT) , IN AN AGATE PRINCIPAL AMOUNT NOT EXCEEDING $65,000,000, FOR THE PURPOSE OF FINANCING THE COST OF SAID PROJECT; ALL PURSUANT TO CHAPTER 159, PART II, FLORIDA STATUTES, AS AMENDED; PROVIDING AN EFFECTIVE DATE. The Mayor opened the floor for a public hearing and invited comments from the audience. Jim Cater of the underwriting firm, Underwood, Neuhaus & Company, presented each Commissioner with a hand-out and gave a brief overview of Fleet Landing project, explaining it had been modeled after a number of similar successful, military retirement communities which had been financed by his firm. The proposed financing structure is a 30-year variable rate bond issue in the amount of $62,800,000, guaranteed by a Letter of Credit covering both principal and interest on the bonds and also guaranteeing liquidity of the bonds. The Letter of Credit will be provided by the Commonwealth Bank of Australia in New York, with the Banks of Scotland in Jacksonville, Florida, Banque Paribas of New York, and Lloyds Bank of Dallas, Texas, taking participations of the Letter of Credit. Mr. Cater stated he felt the selection of Atlantic Beach as issuer of the bonds was appropriate since the project is located in Atlantic Beach, and Atlantic Beach would be the primary beneficiary of this facility. The proceeds from the sale of bonds would be used to finance the acquisition, construction and equipping of the facility, initial operations including interim loans and payment of funded interest and Letter of Credit fees. Also included in the hand-out was a history of the variable rate vs. prime rate for the period 1982 to 1988. Since no one else wished to speak for or against the Resolution, the Mayor declared the public hearing closed. Cb missioner Edwards moved for passage of Resolution No. 88-27. The motion was seconded by Commissioner Cook. During discussion Commissioner Cook asked for clarification as to why it was necessary for the City to be involved with the issuance of the bonds. It was explained that to qualify for tax exempt status, the project must be for a health care or low income housing facility and that bonds must be issued through a governmental entity. The City Attorney further explained that in addition to the Letter of Credit, there will be a security lien against the improvements in the property, which would have to be liquidated for the bonds to be in default as far as non-payment of any principal and interest. Mayor Gulliford asked for clarification as to when the bonds would be considered to be in default. Mr. Chauncey Lever of Foley & Lardner, responded default would occur when the banks failed to pay the principal and interest. The banks involved, however, have equity in the billions of dollars. Further discussion ensued and Commissioner Edwards inquired into exactly what the liability is to the City. The City Attorney assured the Commission there is no financial liability to the City in connection with the bond financing or the acquisition, construction, installation, operation or maintenance of the project and he has distributed to each commissioner a letter from Foley and Lardner to this effect. Also, in the event this matter is finalized, Mr. Dan Livermore will act as legal advisor to the City to ensure there is no liability to the City. Commissioner Jensen inquired as to what benefit the City would derive from its involvement in such a project. Mr. Ed Vandergriff of Haskell Community Developers, Inc. , responded the City could expect a clean, high quality development which would provide one hundred forty jobs, with a payroll of approximately $2 million. He also stated they felt it would be simpler and faster to deal with five Commissioners in Atlantic Beach than nineteen Councilmen in Jacksonville. He felt time was an important factor since they wished to complete the bond process before any changes affecting the issuance of tax free bonds could be made by the U.S. Congress. The questions was called and the notion carried unanimously. At this time Mayor Gulliford announced that the Commission had not set a salary for Maureen King who had been appointed to the position of City Clerk at the previous Commission meeting. Commissioner Edwards moved to pay the City Clerk a salary of $24,000.00. The motion was seconded by Commissioner Cook and carried unanimously. There being no further business to come before the City Commission, the meeting was adjourned at 7:12 PM. 1 .11111111111�;._� ill? iford Mayor, Presiding Office ATTEST: Maureen King, City Cle