Resolution No. 18-43RESOLUTION NO. 18-43
A RESOLUTION PROVIDING FOR THE ISSUANCE BY THE
CITY OF ATLANTIC BEACH, FLORIDA OF ITS HEALTH
CARE FACILITIES REVENUE BONDS (FLEET LANDING
PROJECT), SERIES 2018, IN ONE OR MORE SERIES OR
SUBSERIES IN AN AGGREGATE PRINCIPAL AMOUNT
NOT EXCEEDING $140,000,000, 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
2018 BONDS, FOR THE PURPOSES OF (A) FINANCING OR
REFINANCING, INCLUDING THROUGH
REIMBURSEMENT, ALL OR PART OF THE COSTS OF
CERTAIN CAPITAL PROJECTS FOR THE CONTINUING
CARE RETIREMENT FACILITIES KNOWN AS "FLEET
LANDING" AS DESCRIBED IN THIS RESOLUTION, (B)
FUNDING DEBT SERVICE RESERVES FOR THE SERIES
2018 BONDS, (C) FUNDING CAPITALIZED INTEREST WITH
RESPECT TO THE SERIES 2018 BONDS AND (D) PAYING
ALL OR A PORTION OF THE COST OF ISSUING THE
SERIES 2018 BONDS; PROVIDING FOR THE RIGHTS OF
THE HOLDERS OF THE SERIES 2018 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 2018 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 2018 BONDS; AUTHORIZING A PRELIMINARY
OFFICIAL STATEMENT AND A FINAL OFFICIAL
STATEMENT WITH RESPECT TO THE SERIES 2018 BONDS;
AUTHORIZING THE EXECUTION AND DELIVERY OF THE
SERIES 2018 BONDS AND OTHER RELATED
INSTRUMENTS AND CERTIFICATES; MAKING CERTAIN
OTHER COVENANTS AND AGREEMENTS IN
CONNECTION WITH THE ISSUANCE OF THE SERIES 2018
BONDS; AND PROVIDING FOR AN EFFECTIVE DATE.
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.
4642-9797-5922.3
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 C,
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.
the State.
"City" means the City of Atlantic Beach, Florida, an incorporated municipality of
"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, 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.
"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 the Mayor's behalf.
"Preliminary Official Statement" means the Preliminary Official Statement
relating to the Series 2018 Bonds, substantially in the form attached hereto as Exhibit D.
A
"Project" means the certain capital projects at the Facilities consisting of (i) the
design, acquisition, construction and installation of approximately 128 independent living
apartments containing approximately 228,506 square feet, approximately 38 assisted living
apartments containing approximately 41,225 square feet, approximately 30 skilled nursing units
containing approximately 28,850 square feet, a restaurant building containing approximately
12,000 square feet, which will accommodate three (3) dining establishments, and an addition to
the existing wellness facilities containing approximately 10,000 square feet, (ii) the renovation of
existing assisted living units, (iii) the renovation of existing wellness amenity spaces, and (iv) the
acquisition, construction and installation of related facilities, improvements, fixtures, furnishings
and equipment, and other capital expenditures at the Facilities.
"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
2018 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 2018 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, (iii) funding capitalized interest with respect to
the Series 2018 Bonds and (iv) paying costs of issuing the Series 2018 Bonds.
C. To reduce the transaction and financing costs relating to the issuance of
separate bond issues in separate cities, the Borrower has requested the Issuer to finance the
Project through the issuance of the Series 2018 Bonds, with the proceeds of the Series 2018
Bonds to be loaned by the Issuer to the Borrower to finance the costs of the portions of the
Project located in the City and in the City of Jacksonville, Florida (the "City of Jacksonville")
(both of which are located in Duval County, Florida (the "County")). The Borrower has
represented to the Issuer that financing the Project pursuant to a single financing plan will result
in substantial cost savings for the Borrower in connection with the Project.
D. The Series 2018 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.
E. 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 2018
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 behalf of the
Issuer and the City of Jacksonville, on October 22, 2018, and interested individuals were
provided a reasonable opportunity to express their views, both orally and in writing, on the
proposed issuance of the Series 2018 Bonds, the financing of the Project and the location and
nature of the Project.
F. The Issuer has been advised that the financing of 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 and the County, 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, the County 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 County, the State and its people as
stated in Section 159.26, Florida Statutes, as amended.
G. 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.
H. 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 2018 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.
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I. 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
2018 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
2018 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 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.
J. 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 2018
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 2018 Bonds, as provided herein.
K. 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.
L. The principal of, premium, if any, and interest on the Series 2018 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 2018 Bonds shall not be deemed to constitute a debt, liability or
obligation of the Issuer, the County or the State or any political subdivision thereof, or a pledge
of the faith and credit or the taxing power of the Issuer, the County or 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 2018 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 2018 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 2018 Bonds.
M. 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 2018 Bonds, as
the same shall become due, and to make all other payments required by the Loan Agreement and
the Indenture.
N. A negotiated sale of the Series 2018 Bonds is required and necessary and
is in the best interest of the Issuer for the following reasons: the Series 2018 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 2018 Bonds, which must be borne directly or
indirectly by the Borrower, would most likely be greater if the Series 2018 Bonds are sold at
public sale by competitive bids than if the Series 2018 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 2018 Bonds at public sale by competitive bids would be any
more favorable than at negotiated sale; because prevailing market conditions are uncertain, it is
desirable to sell the Series 2018 Bonds at a predetermined price; and revenue bonds having the
characteristics of the Series 2018 Bonds are typically sold at negotiated sale under prevailing
market conditions.
O. 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 2018 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 2018 Bonds to the Underwriter and to authorize the execution and
delivery of the Bond Purchase Agreement upon the terms hereinafter provided.
P. 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 2018 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.
Q. All conditions precedent to the financing of the Project have been
satisfied, or will be satisfied prior to the delivery of the Series 2018 Bonds, and the issuance of
the Series 2018 Bonds will otherwise comply with all of the provisions of the Act.
SECTION 4. FINANCING OF PROJECT AUTHORIZED. The financing
by the Issuer of the Project in the manner provided herein is hereby authorized.
SECTION 5. AUTHORIZATION OF THE SERIES 2018 BONDS. For the
purpose of providing funds to (i) pay or reimburse the cost of the Project, (ii) fund a debt service
reserve fund, (iii) fund capitalized interest with respect to the Series 2018 Bonds and (iv) pay
certain costs of issuance of the Series 2018 Bonds, and subject and pursuant to the provisions
hereof, the issuance of the Series 2018 Bonds in an aggregate principal amount of not to exceed
$140,000,000 is hereby authorized; provided, however, that no series of Bonds shall be issued
unless and until (i) the City Attorney has rendered a legal opinion relating to the issuance of the
of Series 2018 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
2018 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 2018 Bonds.
C
The Series 2018 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.
The Series 2018 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 2018 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 2018 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 2018 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 2018 Bonds is hereby authorized. The Mayor is hereby authorized
and directed to award the sale of the Series 2018 Bonds to the Underwriter pursuant to the
provisions of the Bond Purchase Agreement, subject to all the following conditions:
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A. Receipt by the Mayor of the Bond Purchase Agreement providing for,
among other things, (i) the issuance of the Series 2018 Bonds in an aggregate principal amount
which shall not to exceed $140,000,000, (ii) an underwriter's discount not in excess of 1.60% of
the par amount of such Series 2018 Bonds, (iii) a true interest cost not to exceed 5.75% per
annum, and (iv) the final maturity date of such Bonds to be no later than thirty-six (36) years
from the dated date of such Series 2018 Bonds.
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 2018 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 2018 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 2018 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 2018 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 2018 Bonds, shall be deemed to be a representation, statement, covenant,
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 2018 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 2018 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 2018 Bonds and as registrar and paying agent with respect to the
Series 2018 Bonds.
SECTION 13. VALIDATION. The Series 2018 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 2018
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 2018
Bonds.
SECTION 14. NO THIRD PARTY BENEFICIARIES. Except as provided
herein or in the Series 2018 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 2018 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 2018 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
2018 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 2018 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
0
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.
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 2018 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 2018 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 2018 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 2018 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.
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SECTION 20. EFFECTIVE DATE. This Resolution shall take effect
immediately upon its adoption.
PASSED AND ADOPTED this 22°a day of October, 2018.
CITY OF ATLANTIC BEACH, FLORIDA
By: �e
`
Mayor
(OFFICIAL SEAL)
ATTEST:
City Clerk
APPROVED AS TO FORM AND CORRECTNESS:
Ci orney
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