Loading...
Agenda Item 8F 3 SEPTEMBER 9,2083 ?I, *.z-, P4-- ,- . _ ._, _ _ 4 xI i. J Free to La,u Free to imar August 23, 2013 Mr. Jim Hanson, City Manager City of Atlantic Beach 800 Seminole Road Atlantic Beach, FL 32233 Dear Mr. Hanson, We respectfully request that the City Commission consider our resolution authorizing conduit financing for Fleet Landing beginning with a briefing of the City Commission by Fleet Landing at its meeting on September 9,2013, and final approval of the authorizing resolution at the City Commission meeting on September 23, 2013. This accelerated timeframe will enable us to continue with our Health Care Repositioning Project without delay, as with past financings, Fleet Landing will pay the costs and expenses of the City in connection with the financing, including the cost of the City's bond attorney. Your consideration of this request is greatly appreciated. Sincerely, Joshua Ash Chief Executive Officer cc: Chauncey Lever, Foley & Lardner One Fleet Landing Boulevard® Atlantic Beach, Florida 32233 904246.9900 ® toll free: 1.800.872.8761 ®www.fleetlanding.com ATLAN 'T' IC BEACH FLORI I) A ` S RETIREMENT LIVING TREASURE NOTICE OF PUBLIC HEARING BY THE CITY COMMISSION OF THE CITY OF ATLANTIC BEACH, FLORIDA NOTICE is hereby given that a public hearing will be held by the City Commission of the City of Atlantic Beach, Florida (the "Issuer") on Monday, September 23, 2013, at its meeting beginning at 6:30 p.m., local time, at the City Commission Chambers, City Hall, 800 Seminole Road, Atlantic Beach, Florida. The public hearing will be held for the purpose of considering and acting upon a proposed resolution of the City Commission authorizing the issuance by the Issuer of its City of Atlantic Beach, Florida Health Care Facilities Revenue Bonds (Fleet Landing Project), Series 2013B, in an aggregate principal amount not exceeding $15,000,000 ("Series 2013B Bonds"). The Series 2013B Bonds are to be issued for the purpose of providing the necessary funds to the Issuer to make a loan to Naval Continuing Care Retirement Foundation, Inc. d/b/a Fleet Landing, a Florida not-for-profit corporation and an organization described in section 501(c)(3) of the Internal Revenue Code (the "Company"), for the purposes of financing (or reimbursing the Borrower for) all or any part of the costs of the acquisition, construction and installation of capital projects for a continuing care retirement community known as "Fleet Landing," including the acquisition, construction and installation of: (i) renovations to the existing 80-bed skilled nursing center which will reduce the number of skilled nursing beds to 60 beds and increase the number of private rooms, (ii) a one-story building containing approximately 20,000 square feet to house a 24-unit memory care facility, (iii) a one-story building containing approximately 7,200 square feet to be used as a facility operations and maintenance center and (iv) related facilities, improvements, fixtures, furnishings and equipment, all located or to be located at Fleet Landing, One Fleet Landing Boulevard, in the City of Atlantic Beach, Florida, and all of which is owned and operated or to be owned and operated by the Company (collectively, the "Project"). The proceeds of the Series 2013B Bonds will also be used to fund a debt service reserve fund for the Series 2013B Bonds and pay costs of issuance relating to the Series 2013B Bonds. The Issuer will not be obligated to pay the Series 2013B Bonds except from the proceeds derived from the repayment of the related loan to the Company, or from the other security pledged thereof, and the Bonds will not constitute an indebtedness or a charge against the general credit of the Issuer, the City of Jacksonville (the "City") or the State of Florida (the "State"), or of any political subdivision thereof. Neither the faith and credit or taxing power of the City, the Issuer or any political subdivision thereof will be pledged to the payment of the principal of or the interest on the Series 2013B Bonds. No bond owner or other person shall have any right, directly or indirectly, to compel the exercise of the taxing power of the City, the Issuer or the State or of any political subdivision thereof for the payment of the principal of or interest on the Series 2013B Bonds. The public hearing is required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"). Any person interested in the proposed issuance of the Series 2013B Bonds or the nature or location of the Project may appear and be heard. Subsequent to the public hearing, the City Commission will determine whether to approve the Series 2013B Bonds, as required by Section 147(f) of the Code. 4833-1119-5669.1 The public hearing will be conducted in a manner that provides a reasonable opportunity to be heard for persons with differing views on the issuance of the Series 2013B Bonds and the location and nature of the Project. Any person desiring to be heard on this matter is requested to attend the public hearing or send a representative. Written comments (not exceeding 250 words) to be presented at the hearing may be submitted to the Issuer and further information relating to this matter is available for inspection and copying during regular business hours at the office of Ms. Donna Bartle, City Clerk, 800 Seminole Road, Atlantic Beach, Florida 32235-5445. In accordance with the American Disabilities Act, persons needing a special accommodation to participate in this proceeding should contact the Issuer not later than seven days prior to the proceeding at the address given above. Comments made at the hearing are for the consideration of the City Commission, and will not bind any legal action to be taken by the Issuer. IF A PERSON DECIDES TO APPEAL ANY DECISION MADE BY THE CITY COMMISSION WITH RESPECT TO ANY MATTER CONSIDERED AT SUCH MEETING, SUCH PERSON WILL NEED A RECORD OF THE PROCEEDINGS AND, FOR SUCH PURPOSE, SUCH PERSON MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. RESOLUTION NO. 13- A RESOLUTION PROVIDING FOR THE ISSUANCE BY THE CITY OF ATLANTIC BEACH, FLORIDA OF ITS HEALTH CARE FACILITIES REVENUE BONDS (FLEET LANDING PROJECT), SERIES 2013B, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $15,000,000, AND FOR A LOAN BY THE CITY TO NAVAL CONTINUING CARE RETIREMENT FOUNDATION, INC., A FLORIDA NOT-FOR-PROFIT CORPORATION, IN A PRINCIPAL AMOUNT EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT OF SAID SERIES 2013B BONDS, FOR THE PURPOSES OF (A) FINANCING OR REFINANCING ALL OR ANY PART OF THE COST OF A CAPITAL PROJECT FOR THE CONTINUING CARE RETIREMENT FACILITY KNOWN AS "FLEET LANDING" AS DESCRIBED IN THIS RESOLUTION, (B) FUNDING A DEBT SERVICE RESERVE FUND FOR THE SERIES 2013B BONDS AND (C) PAYING A PORTION OF THE COSTS OF ISSUING THE SERIES 2013B BONDS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF THE SERIES 2013B BONDS AND FOR THE PAYMENT THEREOF; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE AND LOAN AGREEMENT; AUTHORIZING A NEGOTIATED SALE OF THE SERIES 2013B BONDS, AND APPROVING THE CONDITIONS AND CRITERIA FOR SUCH SALE; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT WITH RESPECT TO THE SERIES 2013B BONDS; AUTHORIZING A PRELIMINARY OFFICIAL STATEMENT AND A FINAL OFFICIAL STATEMENT WITH RESPECT TO THE SERIES 2013B BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF THE SERIES 2013B BONDS AND OTHER RELATED INSTRUMENTS AND CERTIFICATES; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2013B BONDS; AND PROVIDING FOR AN EFFECTIVE DATE. 4815-5921-7685.2. 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, Chapter 159, Part II, Florida Statutes, as amended and supplemented, and other applicable provisions of law. SECTION 2. DEFINITIONS. Unless the context otherwise requires, the terms defined in this section shall have the meanings specified in this section. 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. "Act" means the Constitution of the State of Florida, Chapter 159, Part II, Florida Statutes, as amended from time to time, and other applicable provisions of law. "Bond Purchase Agreement" means the Bond Purchase Agreement among the Issuer, the Borrower and the Underwriter, substantially in the form attached hereto as Exhibit E, as amended or supplemented from time to time. "Borrower" means Naval Continuing Care Retirement Foundation, Inc., a Florida not-for-profit corporation and an organization described in Section 501(c)(3) of the Code, and its lawful successors and assigns, to the extent permitted by the Loan Agreement. "City" means the City of Atlantic Beach, Florida, an incorporated municipality of the State. "City Commission" means the City Commission of the City. "Code" means the Internal Revenue Code of 1986, as amended. "Facilities" means the continuing care retirement facilities known as "Fleet Landing" which are located at One Fleet Landing Boulevard in Atlantic Beach, Florida and all land, buildings, structures, improvements, equipment, fixtures, machinery, furniture, furnishings and other real and personal property now or hereafter attached to, or located in, or used in connection with, any such land, buildings, structures or improvements and all additions thereto, substitutions therefor and replacements thereof, whether now owned or hereafter acquired by the Borrower. "Indenture" means the Indenture of Trust between the Issuer and the Trustee, substantially in the form attached hereto as Exhibit A, as amended or supplemented from time to time. "Issuer"means the City. "Loan Agreement" means the Loan Agreement between the Issuer and the Borrower, substantially in the form attached hereto as Exhibit B, as amended or supplemented from time to time. 2 4815-5921J685.2. "Mayor" means the Mayor or, in the Mayor's absence, such other officer of the Issuer as may be duly authorized by the Issuer to act on his behalf. "Preliminary Official Statement" means the Preliminary Official Statement relating to the Series 2013B Bonds, substantially in the form attached hereto as Exhibit D. "Project" means the acquisition, construction and installation of certain capital improvements to the Facilities, including: (i) renovations to the existing 80-bed skilled nursing center which will reduce the number of skilled nursing beds to 60 beds and increase the number of private rooms, (ii) a one-story building containing approximately 20,000 square feet to house a 24-unit memory care facility, (iii) a one-story building containing approximately 7,200 square feet to be used as a facility operations and maintenance center and (iv) related facilities, improvements, fixtures, furnishings and equipment. "State" means the State of Florida. "Trustee" means U.S. Bank National Association, Jacksonville, Florida, or a national banking association or trust company at the time serving as corporate trustee under the provisions of the Indenture. "Underwriter" means B.C. Ziegler and Company, as the underwriter of the Series 2013B Bonds. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared as follows: A. The Issuer is an incorporated municipality of the State and is a "local agency" duly authorized and empowered by the Act to finance the acquisition, construction, reconstruction, improvement, rehabilitation, renovation, expansion and enlargement, or additions to, furnishing and equipping of any capital project, including any "project" (as defined or described 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 or refinance the cost thereof by the issuance of its revenue bonds, as the case may be, for the purposes, among others, of enhancing and expanding the health care and senior living industry, improving the prosperity and welfare of the State and its inhabitants, improving living conditions and health care in 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. B. The Borrower has requested that the Issuer issue the Series 2013B Bonds for the purposes of(i) paying or reimbursing the Borrower for all or a part of the cost of the Project, (ii) funding a debt service reserve fund and (iii) paying costs of issuing the Series 2013B Bonds. C. The Series 2013B Bonds will be secured by an obligation of the Borrower in the Loan Agreement to make payments sufficient to pay, among other things, the principal of and premium, if any, and interest on such Bonds when and as the same become due. 3 4815-5921-7685.2. D. In compliance with Section 147(f) of the Code and the Treasury Regulations thereunder, notice of a public hearing pertaining to the issuance of the Series 2013B Bonds, the financing of the Project and the location and nature of the Project has been duly given in the same manner as required by the Issuer for the adoption of resolutions generally, including publication of notice not less than fourteen (14) days prior to such public hearing in a newspaper of general circulation in the City. Such public hearing was held by the Issuer on September 23, 2013, and interested individuals were provided a reasonable opportunity to express their views, both orally and in writing, on the proposed issuance of the Series 2013B Bonds, the financing of the Project and the location and nature of the Project. E. The Issuer has been advised that financing all or a part of the cost of the Project by the Issuer will be in furtherance of the purposes of the Act in that it will enhance and expand the health care and senior housing industries, promote and foster the economic growth and development of the Issuer and the State, advance the public purposes providing modern and efficient continuing care facilities in the City, improve living conditions and health care and will serve other predominantly public purposes as set forth in the Act. The Project is appropriate to the needs and circumstances of and shall make a significant contribution to the economic growth and development of the City and the State, shall preserve and provide gainful employment and shall serve a public purpose by advancing the economic prosperity and the general welfare of the City, the State and its people as stated in Section 159.26, Florida Statutes, as amended. F. Based on representations made by the Borrower, the City and other local agencies have been and will continue to be able to cope satisfactorily with the impact of the Facilities and have been and will be able to provide, or cause to be provided when needed, the public facilities, including utilities and public services, that have been or will be necessary for the construction, operation, repair and maintenance of the Facilities and on account of any increases in population or other circumstances resulting therefrom. G. Adequate provision has been made in the documents attached hereto for a loan by the Issuer to the Borrower to finance all or a portion of the cost of the Project, for the operation, repair and maintenance of the Facilities at the expense of the Borrower and for the repayment by the Borrower of the loan in installments sufficient to pay the principal of, premium, if any, and the interest on the Series 2013B Bonds and all costs and expenses relating thereto in the amounts and at the times required, and for the payment by the Borrower of all costs incurred by the Issuer in connection with the financing of all or a portion of the cost of the Project and the administration of the Facilities. H. Based upon the financial information heretofore furnished to the Issuer by the Borrower, the Borrower is financially responsible and fully 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 the issuance of the Series 2013B Bonds and the use of the Bond proceeds for financing all or a part of the cost of the Project, including the obligation to pay loan 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 Series 2013B Bonds, 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 responsibilities as may be imposed under such agreements, due consideration having been given to the financial 4 4815-5921-7685.2. condition of the Borrower, its ratio of current assets to current liabilities, net worth, earnings trends and coverage of all fixed charges, the nature of the industry or business and of the activity involved, the inherent stability thereof and other factors determinative of the capabilities of the Borrower financially and otherwise, to fulfill its obligations consistently with the purposes of the Act. I. Based on representations made by the Borrower, the cost of the Project are "costs" of a "project" within the meaning of the Act. All of the proceeds of the Series 2013B Bonds will be applied to the financing of a portion of the cost of the Project, financing a debt service reserve fund and paying costs of issuance of the Series 2013B Bonds, as provided herein. J. Based on information supplied by the Borrower, the best interests of the inhabitants of the City will be served, and the public purposes of the Act will be advanced, by the financing all or all or a portion of the cost of the Project in the manner described in the Loan Agreement and the Indenture. K. The principal of, premium, if any, and interest on the Series 2013B Bonds, and all sinking fund and other payments required to be made by the Issuer under the provisions of the Indenture and the Loan Agreement, shall be payable solely from certain moneys pledged under the Indenture, including but not limited to certain payments of the Borrower under the Loan Agreement. The Series 2013B Bonds shall not be deemed to constitute a debt, liability or obligation of the Issuer, of Duval County, Florida (the "County") or of the State or any political subdivision thereof, or a pledge of the faith and credit or the taxing power of the Issuer, of the County or of the State or any political subdivision thereof, but shall be payable solely from the revenues and proceeds pledged thereto under the Indenture. The issuance of the Series 2013B Bonds shall not directly or indirectly, or contingently, obligate the Issuer, the County or the State or any political subdivision thereof, to levy or pledge any form of taxation whatever therefor or to make any appropriation for the payment thereof No holder or owner of any of the Series 2013B Bonds shall ever have any right to compel the exercise of the ad valorem taxing power or the levy or collection of any ad valorem taxes, directly or indirectly, for the payment of any of the principal of,premium, if any, or interest on the Series 2013B Bonds. L. The payments to be made by the Borrower under the Loan Agreement will be sufficient to pay all principal of, premium, if any, and interest on the Series 2013B Bonds, as the same shall become due, and to make all other payments required by the Loan Agreement and the Indenture. M. A negotiated sale of the Series 2013B Bonds is required and necessary and is in the best interest of the Issuer for the following reasons: the Series 2013B Bonds will be special and limited obligations of the Issuer payable out of moneys derived by the Issuer from the Borrower or as otherwise provided herein and will be secured by funds and collateral of the Borrower; the Borrower will be required to pay all costs of the Issuer in connection with the financing; the cost of issuance of the Series 2013B Bonds, which must be borne directly or indirectly by the Borrower would most likely be greater if the Series 2013B Bonds are sold at public sale by competitive bids than if the Series 2013B 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 2013B Bonds at public sale by competitive bids would be any 5 4815-5921-7685.2. more favorable than at negotiated sale; because prevailing market conditions are uncertain, it is desirable to sell the Series 2013B Bonds at a predetermined price; and revenue bonds having the characteristics of the Series 2013B Bonds are typically sold at negotiated sale under prevailing market conditions. N. The Underwriter has orally agreed with the Borrower to use its best efforts to submit to the Issuer and the Borrower an offer to purchase the Series 2013B Bonds in substantially the form of the Bond Purchase Agreement upon terms acceptable to the Issuer and the Borrower as hereinafter authorized, and it is necessary and appropriate to authorize a negotiated sale of the Series 2013B Bonds to the Underwriter and to authorize the execution and delivery of the Bond Purchase Agreement upon the terms hereinafter provided. O. It is appropriate that the Issuer approve the use and distribution by the Underwriter of the Preliminary Official Statement, and that the Issuer authorize the distribution of a final official statement prior to the issuance and delivery of the Series 2012 Bonds. For this purpose, it is appropriate that the Preliminary Official Statement be approved and that preparation and distribution of a final official statement in the manner hereinafter provided be authorized. P. All conditions precedent to the financing of the Project have been satisfied, or will be satisfied prior to the delivery of the Series 2013B Bonds, and the issuance of the Series 2013B Bonds will otherwise comply with all of the provisions of the Act. SECTION 4. FINANCING OF PROJECT. The financing by the Issuer of the Project in the manner provided herein is hereby authorized. SECTION 5. AUTHORIZATION OF THE SERIES 2013B BONDS. For the purpose of providing funds to (i) pay or reimburse the cost of the Project, (ii) fund a debt service reserve fund and (iii) pay certain costs of issuance of the Series 2013B Bonds, and subject and pursuant to the provisions hereof, the issuance of the Series 2013B Bonds in an aggregate principal amount of not to exceed $15,000,000 is hereby authorized; provided, however, that no series of Bonds shall be issued unless and until (i) the City Attorney has rendered his legal opinion relating to the issuance of the of Series 2013B Bonds and (ii)Foley & Lardner LLP, or other nationally recognized bond counsel, has rendered an opinion to the effect (among other things) that the interest on the Series 2013B Bonds will be excluded 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 Series 2013B Bonds. The Series 2013B Bonds shall be in the aggregate principal amounts, dated such dates, shall bear interest at such rates, shall be payable or shall mature on such dates and in such amounts, shall be issued in such denominations, shall be subject to optional and mandatory redemption and tender 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 Bond Purchase Agreement. 6 4815-5921-7685.2. The Series 2013B 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, the County or the State, or of any political subdivision thereof, or a pledge of the faith and credit of the Issuer, the County or the State or of any political subdivision thereof, but shall be payable solely from the Trust Estate (as defined in the Indenture) provided therefor under the Indenture, and the Issuer is not obligated to pay the Series 2013B Bonds or the interest thereon except from such Trust Estate pledged therefor and neither the faith and credit of the Issuer nor the faith and credit or taxing power of the Issuer, the State, the County or any political subdivision thereof is pledged to the payment of the principal of, premium, if any, or interest on the Series 2013B Bonds. SECTION 6. AUTHORIZATION OF EXECUTION AND DELIVERY OF THE INDENTURE. The Indenture, substantially in the form attached hereto as Exhibit A with such insubstantial changes, corrections, insertions and deletions as may be approved by the Mayor, such approval to be evidenced conclusively by their execution thereof, is hereby approved and authorized; the Issuer hereby authorizes and directs the Mayor to date and execute and the City Clerk to attest, under the official seal of the Issuer, the Indenture, and to deliver the Indenture to the Trustee; and all of the provisions of the Indenture, when executed and delivered by the Issuer, as authorized herein, and by the Trustee, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. SECTION 7. AUTHORIZATION OF EXECUTION AND DELIVERY OF THE LOAN AGREEMENT. The Loan Agreement, substantially in the form attached hereto as Exhibit B with such insubstantial changes, corrections, insertions and deletions as may be approved by the Mayor, such approval to be evidenced conclusively by their execution thereof, is hereby approved and authorized; the Issuer hereby authorizes and directs the Mayor to date and execute and the City Clerk to attest, under the official seal of the Issuer, the Loan Agreement, and to deliver the Loan Agreement to the Borrower; and all of the provisions of the Loan Agreement, when executed and delivered by the Issuer, as authorized herein, and by the Borrower, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. SECTION 8. NEGOTIATED SALE OF SERIES 2013B BONDS; AUTHORIZATION OF EXECUTION AND DELIVERY OF THE BOND PURCHASE AGREEMENT. Subject to the satisfaction of the conditions set forth in this Section, a negotiated sale of the Series 2013B Bonds is hereby authorized. The Mayor is hereby authorized and directed to award the sale of the Series 2013B Bonds to the Underwriter pursuant to the provisions of the Bond Purchase Agreement, subject to all the following conditions: A. Receipt by the Mayor of the Bond Purchase Agreement providing for, among other things, (i)the issuance of the Series 2013B Bonds in an aggregate principal amount which, together with the cumulative aggregate principal amount of any Bonds previously issued by the Issuer, shall not to exceed $15,000,000, (ii) an underwriter's discount not in excess of [2.20]% of the par amount of such Series 2013B Bonds, (iii) a true interest cost not to exceed [6.50]%per annum, and (iv) the final maturity date of such Bonds to be no later than thirty-one (31) years from the dated date of such Series 2013B Bonds. 7 4815-5921-7685.2. B. Receipt by the Mayor from the Underwriter of a disclosure statement and truth-in-bonding information complying with Section 218.385, Florida Statutes. Upon satisfaction of the foregoing conditions, the Bond Purchase Agreement, with such other insubstantial changes, corrections, insertions and deletions as may be approved by the Mayor, such approval to be evidenced conclusively by the Mayor's execution thereof, is approved and authorized; the Issuer hereby authorizes and directs the Mayor to date and execute the Bond Purchase Agreement and to deliver the Bond Purchase Agreement to the Underwriter; and all of the provisions of the Bond Purchase Agreement, when executed and delivered by the Issuer as authorized herein and by the Borrower and the Underwriter, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. SECTION 9. APPROVAL OF PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZATION OF FINAL OFFICIAL STATEMENT. The form of the Preliminary Official Statement, with such omissions, insertions and variations as may be necessary to complete the Preliminary Official Statement and allow the Mayor to deem the Preliminary Official Statement final as hereinafter described, is authorized to be used in connection with the sale of the Series 2013B Bonds. Although the Issuer hereby consents to and approves the use and distribution by the Underwriter of the Preliminary Official Statement, the Issuer has not participated in the preparation of the Preliminary Official Statement and makes no representations as to its accuracy or completeness other than in respect to any information contained therein under the caption "THE ISSUER" and under the caption "LITIGATION—The Issuer." The Mayor is hereby authorized to deem the Preliminary Official Statement final as of its date on behalf of the Issuer for purposes of Rule 15c2-12 of the Securities and Exchange Commission (except for such omissions permitted by such Rule), and to execute a certificate to that effect to be delivered to the Underwriter. A final official statement in substantially the form of the Preliminary Official Statement, with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Mayor prior to the release thereof, is hereby authorized for use and distribution by the Underwriter prior to the issuance and delivery of the Series 2013B Bonds. SECTION 10. AUTHORIZATION OF EXECUTION OF OTHER CERTIFICATES AND INSTRUMENTS. The Mayor and the City Clerk are hereby authorized and directed, either alone or jointly, under the official seal of the Issuer, to execute and deliver certificates of the Issuer certifying such facts as counsel for the Issuer, counsel to the Underwriter or Bond Counsel shall require in connection with the issuance, sale and delivery of the Series 2013B Bonds, and to execute and deliver such other instruments, including but not limited to, tax certificates and agreements, deeds, assignments, bills of sale and financing statements, as shall be necessary or desirable to perform the Issuer's obligations under the Loan Agreement, the Indenture and the Bond Purchase Agreement, and to consummate the transactions hereby authorized. SECTION 11. NO PERSONAL LIABILITY. No representation, statement, covenant, warranty, stipulation, obligation or agreement herein contained, or contained in the Series 2013B Bonds, the Loan Agreement, the Indenture, the Bond Purchase Agreement, or in any certificate or other instrument to be executed on behalf of the Issuer in connection with the issuance of the Series 2013B Bonds, shall be deemed to be a representation, statement, covenant, 8 4815-5921-7685.2. warranty, stipulation, obligation or agreement of any member, 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 2013B Bonds, the Loan Agreement, the Indenture, the Bond Purchase Agreement, or any certificate or other instrument to be executed in connection with the issuance of the Series 2013B Bonds shall be liable personally thereon or be subject to any personal liability or accountability by reason of the execution or delivery thereof SECTION 12. APPOINTMENT OF BOND TRUSTEE. U.S. Bank National Association, a national banking association, with a designated corporate trust office located in Jacksonville, Florida, is hereby appointed as the Bond Trustee (the "Bond Trustee") under the Indenture relating to the Series 2013B Bonds and as registrar and paying agent with respect to the Series 2013B Bonds. SECTION 13. VALIDATION. The Series 2013B Bonds shall not be required to be validated pursuant to Chapter 75, Florida Statutes, as amended; provided, however, that if required by counsel to the Issuer, counsel to the Borrower or Bond Counsel, the Series 2013B Bonds may be validated and in such event Issuer's counsel is hereby authorized, at the expense of the Borrower, to prepare validation pleadings on behalf of the Issuer and to take any and all action as Issuer's counsel may deem necessary or desirable for the validation of such Series 2013B Bonds. SECTION 14. NO THIRD PARTY BENEFICIARIES. Except as provided herein or in the Series 2013B Bonds, the Loan Agreement, the Indenture, the Bond Purchase Agreement, and any assignment thereof, nothing in this Resolution or in such documents, expressed 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 Bond Trustee, the Underwriter and the owners from time to time of the Series 2013B Bonds any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof or of such documents; this instrument, such documents and all provisions hereof and thereof being intended to be and being for the sole and exclusive benefit of the Issuer, the Borrower, the Bond Trustee and the owners from time to time of the Series 2013B Bonds. SECTION 15. PREREQUISITES PERFORMED. All acts, conditions and things relating to the passage of this Resolution, to the issuance, sale and delivery of the Series 2013B Bonds, to the execution and delivery of the Loan Agreement, the Indenture and the Bond 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 2013B Bonds, to the execution and delivery of the Loan Agreement,the Indenture and the Bond Purchase Agreement, have either happened, exist and have been performed as so required or will have happened, will exist and will have been performed prior to such execution and delivery. SECTION 16. COMPLIANCE WITH CHAPTER 218, PART III, FLORIDA STATUTES. The Issuer hereby approves and authorizes the completion and filing with the Division of Bond Finance, Department of General Services of the State of Florida, at the expense of the Borrower, of Bond Information Form BF 2003, and any other acts as may be necessary to comply with Chapter 218, Part III, Florida Statutes, as amended. 9 4815-5921-7685.2. SECTION 17. 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 2013B Bonds, the Loan Agreement, the Indenture, and the Bond Purchase Agreement, and to do all acts and things which are desirable and consistent with the requirements hereof or of the Series 2013B Bonds, the Loan Agreement, and the Indenture, for the full, punctual and complete performance of all the terms, covenants and agreements contained herein or in the Series 2013B Bonds, the Loan Agreement and the Indenture. SECTION 18. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provisions of law, though not expressly prohibited, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions, and shall in no way affect the validity of any of the other provisions hereof or of the Series 2013B Bonds issued under the Indenture. SECTION 19. REPEALING CLAUSE. All resolutions or parts thereof in conflict herewith,to the extent of such conflict, are hereby superseded and repealed. [Remainder of this page intentionally left blank.] 10 4815-5921-7685.2. SECTION 20. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 23rd day of September, 2013. CITY OF ATLANTIC BEACH, FLORIDA By: Mayor (OFFICIAL SEAL) ATTEST: City Clerk APPROVED AS TO FORM AND CORRECTNESS: City Attorney 11 4815-5921-7685,2. EXHIBIT LIST Exhibit A—Indenture of Trust Exhibit B—Loan Agreement Exhibit C—Bond Purchase Agreement Exhibit D—Official Statement Please Note: These exhibits are not included in this packet since they are still being prepared; however, they will be provided along with the resolution in the agenda packet for the Special Called Meeting of September 23, 2013. Please contact the City Clerk's Office if you wish to see a draft.