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Agenda Item 8EAGENDA ITEM # 8E JANUARY 28, 2013 AGENDA ITEM N _ DATE: CITY OF ATLANTIC BEACH CITY COMMISSION MEETING STAFF REPORT AGENDA ITEM: Proposed City of Atlantic Beach, Florida Healthcare Facilities Revenue and Refunding Bonds (Fleet Landing Project), in an aggregate principal amount not to exceed $46,000,000 SUBMITTED BY: Nelson Van Liere, Finance Director DATE: January 18, 2013 STRATEGIC PLAN LINK: Not Applicable BACKGROUND: Joshua A. Ashby, the Chief Executive Officer of the Naval Continuing Care Retirement Foundation, Inc. has made application to the City to issue on its behalf, Florida Healthcare Facilities Revenue and Refunding Bonds in the form of Industrial Development Revenue Bonds conduit debt. The primary purpose of these bonds is to refinance at more favorable rates the previous bonds issued by Atlantic Beach in 1999 and 2006. The will also use a small amount to reimburse themselves for land purchased for the new maintenance facility. It is understood that all costs associated with the issuance of the bonds will be the responsibility of Borrower. The borrower will indemnify the City against any liabilities, claims and expenses incurred by the City in any way relating to the issuance of the bonds. Conduit financing is an arrangement whereby a city can issue tax exempt bonds for a third party entity without obligation to itself, as long as the proceeds are to be used to serve a public interest. Fleet Landing is a health care facility that qualifies as a public purpose which benefits the entire community. This is to be a tax exempt financing at more favorable rates resulting in savings to Fleet Landing at around $300,000 per year. Fleet Landing will then again return to the City with a request for additional bonds later this year to develop the site vacated by the old maintenance facility for the construction of new units. BUDGET: There is no budget impact RECOMMENDATION: Authorize the City Manager to help facilitate the issuance of the Bonds ATTACHMENTS: Application for Approval Summary prepared by Fleet Landing AGENDA ITEM # 8E JANUARY 28, 2013 Application for Approval Of Proposed City of Atlantic Beach, Florida Health Care Facilities Revenue and Refunding Bonds (Fleet Landing Project) Summary Bonds: Not to exceed $46,000,000. Borrower: Naval Continuing Care Retirement Foundation, Inc., a Florida not for profit corporation, which owns and operates an existing continuing care retirement facility known as "Fleet Landing." Facility Site: Fleet Landing campus located at One Fleet Landing Boulevard, Atlantic Beach, Florida, on a site containing approximately 100 acres (the "Existing Campus "), and approximately two (2) additional acres of land (the "Additional Land ") immediately adjacent to the Existing Campus. Project/ Refunding: (1) Reimbursing the Borrower for the costs of acquiring the Additional Land and (2) refunding the outstanding City of Atlantic Beach, Florida Health Care Facilities Revenue Bonds (Fleet Landing Project), Series 1999, and the outstanding City of Atlantic Beach, Florida Variable Rate Demand Revenue Bonds (Fleet Landing Project), Series 2006 (collectively, the "Refunded Bonds "). Proceeds of the Refunded Bonds were loaned to the Borrower for the purpose of financing or refinancing various capital improvements to the Existing Campus. The Project will be owned and operated by the Borrower. Project/Refunding Approximately $52,050,000. Costs in excess of Series 2013 Cost: Bond proceeds will be paid from moneys held in funds for the Refunded Bonds and an equity contribution of the Borrower. Security for the Loan repayments by the Borrower pursuant to a Loan Bonds: Agreement between the Borrower and the City. The obligations under the Loan Agreement will be secured by master note of the Borrower issued in favor of the bond trustee for the Series 2013 Bonds, pursuant to and in accordance with a Master Trust Indenture, to be entered into between the Borrower, as obligor, and the master trustee, and further secured by a mortgage on the Fleet Landing campus. 4813 - 5395 - 5858.2 AGENDA ITEM # 8E JANUARY 28, 2013 Conduit Financing: Any pecuniary liability or obligation of the City shall be limited solely to amounts received by the City from the revenues and other funds derived by the City from the Borrower with respect to the Project, including loan repayments received under the fmancing agreements. No Expense to City: The Borrower will pay all costs and expenses of the City relating to the issuance of the Bonds, and will indemnify the City against any liabilities, claims and expenses incurred by the City in any way relating to the issuance of the Bonds. 2 4813 - 5395 - 5858.2