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Exh 6D(~ D 9-/3~9~ RESOLUTION NO. 99- 28 "'"` A RESOLUTION PROVIDING FOR THE ISSUANCE BY T:HE CITY OF ATLANTIC BEACH, FLORIDA OF ITS HEALTH CARE FACILITIES REVENUE REFUNDING BONDS (FL.EE'C LANI>ING PROJECT), SERIES 1999, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $50,000,000 AND FOR A LOAN BY THE CITY TO NAVAL CONTINUING CARE RETIREMENT FOUNDATION, INC., A FLORIDA :NOT-FOR-PROFIT CORPORATION, IN A PR[NCIPAL AMOUNT EQUAL TO THE AGGREGATE PR[NCIPAL AMOUNT OF SAID SERIES 1999 BONDS, FOR THE PURPOSES OF (A) REFUNDING THE OUTSTANDI]vG CITY Oh ATLANTIC BEACH, FLORIDA, FIXED RATE IM:PROVEMEN'T AND REFUNDING REVENUE BONDS, SERIES 1994A (FLEET LANDING PROJECT) AIVD VARIA.BI.E RATE DEMAND IMPROVEMENT AND REFUI`1DING EtEVENIJE BONDS, SERIES 1994B (FLEET LAND]:NG PROJECT), (B) FUNDING A DEBT SERVICE RESER.VF_, FUND FOR THE SERIES 1999 BONDS, AND (C) PAYING A PORTION OF THE COSTS OF ISSUING T:HE SE)ZIE:i 1999 BONDS; PROVIDING FOR THE REFUNDING OF TH:E SERI>=;S 1994 BONDS; PROVIDING FOR CREDIT ENHANCEMENT AND APPROVING THE FORM OF A ~~wrr~ BOND INSURANCE POLICY; PROVIDING FOR T:HE RIGHT'S OFi THE HOLDERS OF THE SERIES 1999 BONDS AND F'OR THE PAYMENT THEREOF; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE, LOAN AND SECURITY AGREEMENT, AND MORTGAGE AND SECURITY AGREEMENT; APPOINTING THE TRUSTEE UNDER THE INDENTURE; AUTHORIZING A DELE(JATED NEGOTIATED SALE OF THE SERIES 1999 BONDS; AND APPROVING THE CONDITIONS A]vD CRITERIA FC>R SUCH SALE; AUTHORIZING THE EXECUTION ?-ND DELIVERY OF A BOND PURCHASE AGR.EI~MENT WITH RESPECT TO THE SERIES 1999 BONDS; AUTHORIZING A PRELIMINARY OFFICIAL STATEMENT AND A FINAL OFFICIAL STATEMENT WITH RESPECT TO THE SERIES 1999 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF .AN ESCROW DEPOSIT AGREEMENT BETWEEN THE ISSUER AND 7'HE- ESCROW AGENT; APPOINTING THE ESCROW AGENT' UNDER SAID ESCROW DEPOSIT AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF THE SERIES 1999 BONDS AND OTHER RELATED IN:iTRUMENT~i AND CERTIFICATES; MAKING CERTAIN OTHER CO'JENANTS AND AGREEMENTS IN ~~ r~~ (:ONNE;CTION V~JITH THE ISSUANCE OF THE SERIES 1999 I30NDS; AND PROVIDING FOR AN EFFECTIVE DATE. I3E I'I' RI;SOLV:ED BY THE CITY COMMISSION OF THE CLTY C)F ATLANTIC BEACH, FLORIDA: ;iEC:TIGN 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. SEC'T'ION 2. DEFINITIONS. terms defined in this section shall have the importing the singular shall include the plural, singular, and words importing persons shall associations. Unless the context otherwise requires, the meanings specified in this section. Words words importing the plural shall in~~.lude the include corporations and other entities or "Act" rne~rns the Constitution of the State of Florida, Chapter 159,. Part II, Florida Statutes, as amended from time to time, and other applicable provisions of lavr. "Additional Bonds" means the Additional Bonds provided for in t:he Indenture. "Bond Insurer" means ACA Financial Guaranty Corporation, a corporation ~~, organized under the laws of Maryland, and its successors and assigns. "Bc-nd Purchase Agreement" means the Bond Purchase Agreement among t:he Issuer, the Company and the Purchaser, substantially in the form attached hereto as Exhibit E, as amended or supplemented from time to time. "Bonds" means the Series 1999 Bonds and any Additional Bonds. "City" means the City of Atlantic Beach, Florida, an incorporated municipality of the State. "Code" means tlxe Internal Revenue Code of 1986, as amended. "Company" means Naval Continuing Care Retirement Foundation., Inc. ;, a Florida not-for-profit corporation as described in Section 501(c)(3) of the Code, and its lawful successors and assigns, to the extent permitted by the Loan Agreement. "E:;crow Account" means the Escrow Account held for the benefit of the holders of the Series 1994A Refunded Bonds by the Escrow Agent. under the Escrow Deposit Agreement. "E:~crow Agent" means the Escrow Agent appointed pursuant to Section 12 of this Resolution. 2 "Escrow Dc;posit .Agreement" means the Escrow Deposit Agreement to be ~~r,,, executed by the Issuer, the Escrow Agent, and the Company, which agreement shall be :in substantially the form attached hereto as Exhibit G. "Escrow Requirement" shall have the meaning assigned to such term in the Escrow Deposit Agreement. "Existing Facilities;" means the continuing care retirement facilities known .as "Fleet Landing" whicri are located at ©ne Fleet Landing Boulevard, off Mayport :Road approximately two miles north o1~ Atlantic Boulevard, in Atlantic Beach, Florida 32:250, and which are owned and operated by the Company, consisting of the Site and 320 independent living units, a community center containing kitchen, dining, recreational and administration facilities, an 80-bed skilled nursing facility, a 60-unit assisted living facility and all other improvements, fixttres and personal property owned by the Company and now located on the Site. "]Facilities" means the Existing Facilities and all land, buildings, structures, improvements, equipment, fixtures, machinery, furniture, furnishings and other real and personal property that are provided by a Project and any other capital addition, improvement, extraordinary repair or replacement, 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 therf;for a:nd replacements thereof, whether now owned or hereafter acquired by the Company. i ":Indenture" means the Trust Indenture between the Issuer and the Trustee, substantially in the form attached hereto as Exhibit A, as amended or supplemented from. tune to time. "Issuer" means the: City. "Loan Agreement" means the Loan and Security Agreement between t:he Issuer and the Company, substantially in the form attached hereto as Exhibit B, as amended or supplemented from time to time. "Mayor-Commissioner" means the Mayor-Commissioner or, in the; Mayor- Commissioner's absence, such other officer of the Issuer as may be duly authorized by t:he Issuer to act on his or her behalf. "Mortgage" means the Mortgage and Security Agreement from t:he Company to the Issuer, substantially in the form attached hereto as Exhibit C, as amended or supplemented from time to time. "Mortgaged Property" has the meaning assigned to such term in the Mortgage. "Notes" mc;ans the; Series :1999 Note and any Additional Notes. X04.162331.2 3 ,,,,,,, "Policy"' means the financial guaranty insurance policy issued by t:he Bond Insurer insuring the payment when due of the principal of and interest on the Series 1999 Bonds, substantially in the form attached hereto as Exhibit D. "Preliminary Ofi~icial Statement" means the Preliminary Offi',cial Statement relating to the Series 1999 Bonds, substantially in the form attached hereto as E;chibit F. "`Prior Indenture" means the Indenture of Trust dated as of October 1, 1994 between the Issuer and First Llnion National Bank of Florida, as trustee, a:; amended and supplemented, pursuant to which the Refunded Bonds were issued. "Prior Projects" means the capital projects consisting of the acquisition, construction, equi•~ping and placing into service of certain continuing care retirement facilities, and related facilities, machinery, equipment, fixtures and furnishings, forming a part of t:he Existing Facilities and owned and operated by the Company, the acquisition, construction and installation of which were financed or refinanced with the proceeds of the Refunded Fonds. "Purchaser" means U.S. Bancorp Piper Jaffray, the purchaser of the ;Series 1999 Bonds. "Refunded Bonds" means, collectively, the Series 1994A Refunded lr3onds and the Series 1994B Refunded Bonds. ~'~'' "Series 1994~A Refunded Bonds" means the Issuer's outstanding Fixed Rate Improvement and Refunding Revenue Bonds, Series 1994A (Fleet Landing Project), dated October 20, 1994,. "Se:ries 1994B Refunded Bonds" means the Issuer's outstanding; Variable Rate Demand Improvement and Refmding Revenue Bonds, Series 1994B (Fleet Landing Project), dated October 20, 1.994. "Se:ries •1999 Bonds" means the Issuer's Health Care Facilities Revenue Refunding Bonds (Fleet Landing Project), Series 1999, authorized pursuar.~t to Section 4 hereof. "Se;ries 1999 Note" means the non-negotiable promissory note of even date with the Series 1999 Bonds, substantially in the form attached to the Loan Agreement as Exhibit "B," to be executed and delivered by the Company to the Trustee in connection. with the issuance of the Series 1999 Bonds. "Si.te" means the real estate in the City on which the Existing Facilities are situated, consisting of approximately 86.4 acres, and any other interests in real property, leasehold interests, easements, licenses and rights in real property hereafter acquired by the Company for use in connection with the Facilities, less any interests in real property, easements, licenses, rights of way or similar rights and privileges as may be rc;leased or transferred by thf; Company to another person in accordance with the provisions of the: Loan Agreement, or taken by the exercise of the power of eminent domain. 0104.162331.2 4 ~~~~r "State" means the State of Florida. "Tnistee" means First Union National Bank, Jacksonville, Florida, a national banking association, and any successor banking corporation, banking association or trust company at the time serving as corporate trustee under the provisions of the Indenture. SECTION 3. FI]vDINGS. It is hereby ascertained, determined and declared as follows: A. Thc; Issuer is an incorporated municipality of the State a:nd is a "local agency" duly authorizc;d and empowered by the Act to finance the acquisition, construction, reconstruction, improvement, ;rehabilitation, renovation, expansion and enlargement, or additions to, fiirnishing and equipping of any capital project, including any "project" (as defined or described in. th.e Act), including land, rights in land, buildings and other structures, machinery, equipment, appurtenances and facilities incidental thereto, and other improvements necessary or convf:nient therefor, and to obtain funds to finance or refinance the cost thereof by the issuance of its revenue bonds or revenue refunding bonds, as the case may be, for the purposes, among others, of enhancing and expanding the health care industry, improving t:he 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. r1111N B. On. Octgber 20, 1994, pursuant to the provisions of the Act, the Issuer issued the Refunded Bonds for the purpose of financing or refinancing, as the case may be, the acquisition, construction and installation of the Prior Projects. C. 'The Cornpar~y has requested the Issuer to issue the Series 1999 Bonds, in an aggregate principal amount not to exceed $50,000,000 the proceeds of which will provide the necessary fur.~ds to the Issuer to make a loan to the Company for the pw-poses of (i) refunding the Fefunded Bonds, (ii) funding a debt service reserve fund for the Series 1999 Bands, and (iii) paying a portion of the costs of issuing the Series 1999 Bonds, pursuant to the provisions of the Loan Agreemf;nt. The refunding of the Refunded Bonds will accomplish the refinancing of the: indebtedness represented by the Refunded Bonds, thereby perrr.~itting the Company to (i) refinance the cast of the Prior Projects, (ii) effect a conversion of tl e interest rate on the indebtedness evidenced by the Series 1994B Refunded Bonds from variable rate to fixed rate, and I:iii) take advantage of favorable long-term fixed interest rates currently available. D. The Issuer has been advised that the refunding of the Refunded I3onds and the refinancing of the Prior Projects in the manner provided herein will be advantageous to the Company and will advance the public purposes of providing modern and efficient continuing care facilities in the City, including adult congregate living facilities, assisted living; facilities and skilled nursirrg facilities, which facilities are needed for the welfare anti benf;tit of the citizens of the: Cray and surrounding areas and are commensurate with a desirable level of quality health cart;. 5 1)04.162331.2 ~~~° 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 1999 Bonds, the plan. of financing and the location and nature of the Prior Projects has been duly given in the same :manner as required by the Issuer for the adoption of resolutions 4;enerally, 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 13, 1999, and. interested individuals were provided a reasonable opportunity to express their view:>, both orally and in writing, on the proposed issuance of t:he Series 1999 Bonds, the plan of financing described herein and the location and nature of the Prior :Projects. F. The; Series 1999 Bonds will not be issued unless the Issuer has received a satisfactory opinion of bond counsel to the effect (among other things) that the: interest on the Series 1999 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 1999 Bonds. CJ. Thc; C:'omparcy has shown and the Issuer has recognized that the Prior Projects have a.nd will continue to alleviate unemployment in the City, foster the economic growth and development and industrial and business development of the City and the State, and serve other pr~:donninantly public purposes as set forth in the Act. It is desirable and will further the public purposes of the Act, and it will most effectively serve the purposes of the Act, for the Issuer to is:>ue and. sell thf; Series 1999 Bonds under the Indenture 1-~ereinafter described, as revenue refundin,; bonds, for the purpose of providing funds to refund the Refunded Bonds and thereby refinance the cost of the Prior Projects, all as provided in the Indenture and t:he T Dart A.greeme;nt hereinafter described, which contain such provisions as are necessary or convc;nient to effectuate the purposes of the Act. The Company has rc;presented that the Prior Projects are appropriate t:o the needs and circumstances of, and shall make a significant contribtitiori to the economic growth of the City; shall provide or preserve gainful employment; shall protect the environment; or shall serve a public purpose b;y advancing the economic prosperity, 1:he public health, or the general welfare of the State and its people. as stated in Section 159.26; Florida. Statutes, as amended. I3. Based. on representations made by the Company, 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 wile 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. I. Adequate provision has been made in the documents attached hereto for a loan by the Issuer to the Company to finance the cost of refunding the Refunded Bonds, for the operation, repair and maintenance of the Existing Facilities at the expense of the Company and for the repa}~ment by the Company of the loan in installments sufficient to pay the principal of, premium, if any, and the interest on the Series 1999 Bonds a:nd all costs and expenses relating t:herc;to ir1 the amounts and at the times required, and for the payment by the 004.162331.2 6 ~~~~ Company of all costs incurred by the Issuer in connection with the refunding of the Refunded Bonds, the refinancing of the Prior Projects and the administration of the Existing; Facilities. J. The Compan}~ and the Bond Insurer (which will issue the: Policy), are financially responsible based. on the criteria established by the Act, the Company is fully capable and willing to fulfill its obligations under the Series 1999 Note and the Loan Agreement, and any other agreements to be made in connection with the issuancf; of th.e Series 1999 Bonds and the use of the Series 1999 Bond proceeds for financing the costs of refunding the Refunded Bonds, including the obligation to pay loan payments or other paymer.~ts in an amount sufficient in the aggregate to pay all of the interest, principal and redemption premiums, if any, on the Series 1999 Bonds in the amounts and at the times required„ th.e obligation to operate, repair and maintain the Existing Facilities at its own expense, and to serve the purposes of t:he Act and other such responsibilities as may be imposed under th.e Loan Agreement. 'The payments to be made by the Company to the Issuer and other security provided by the Loan Agreement, the Series 1999 Note, the Indenture, the Mortgage and the Policy are adequate within the meaning of the Act for the security of the Series 1999 Bonds. K:. Based on representations made by the Company, the cost:> of the Prior Projects were "costs" of a "proje:ct" within the meaning of the Act. All of the proceeds of tl-e Series 1999 Borids, oth~°r than proceeds used to fund a debt service reserve fund for the Series 1999 Bonds and to pay a portion of the costs of issuance of the Series 1999 I3onds , will be applied to the refunding; of the Refunded I3onds as provided herein. a L,. Based onj information supplied by the Company, the best interests of the inhabitants of the City will be served, and the public purposes of the Act will be: advanced, by the refunding of the; Refunded Bonds and the refinancing of the cost of the Prior Projects in the manner described in the: Loan Agreement and the Indenture. M. The; C'ompan,y's obligation to repay the loan made pursuant to t:he Loan Agreement will be evidenced by the Series 1999 Note, and the payment by the Company of the Series 199> Note and performance by the Company of its obligations under 1:he Loan Agreement will be secured by the: Mortgage. N. The principal of, premium, if any, and interest on the Series 1999 Bonds, and all reserve fund, 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 (i) the income, revenues and proceeds derived by the Issuer under the Loan Agreement or by reason of any disposition of the Mortgaged Property, and (ii) certain other moneys pledged 1.lnder the Indenture, including proceeds of the Series 1999 Bonds and other moneys held in reserve funds, insurance proceeds,. condemnation awards and income from the investment of funds held in trust under the Indenture. The Series 1999 Bonds shall not be deemed to constitute a debt, liability or c-bligation of the Issuer, of Duval County or of the State ar any political subdivision thereoiF, or a pledge of the faith and credit or the taxing power of the 1[ssuer, of Duval 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 iissuance of the Series 1999 Bonds shall not directly or indirectly, or contingently, obligate the Issuer, Duval 004.162331.2 7 •~~.w County or the State or any political subdivision thereof, to levy or pledge any form of taxation whatever therefor or to make an,y appropriation for the payment thereof. No holder or ownf:r of any of the Series 1!99 Bonds shall ever have any right to compel the exercise of th.e ad valorem taxing power or the levy or collc;ction of any ad valorem taxes, directly or indirectly, for the payment o:F any of the principal of, premium, if any, or interest on tY:~e Series 1999 Bonds. O. Thc: payments to be made by the Company under the Loan Agreerneni: wall be sufficient to pay all principal of, premium, if any, and interest on the Series 1.999 Bonds, .as the same shall become due, and to make all other payments required by the Loan Agreement and the Indenture. P. The Company has received from the Bond Insurer a commitment. to issue the Policy with respect to the Series 1999 Bonds. The Series 1999 Bonds will. not be issued unless and until the Bond. Insurer has issued the Policy and the Series 1999 Bonds have been rated "A" or be;tte:~ by Standard & :Poor':> Rating Services. Q. The Issuer is advised that due to the present volatility of the marked for public obligations such as the Se;riea 1999 Bonds, it is in the best interest of the Issuer to sell the Series 1999 Bonds by a dele;~ated negotiated sale, allowing the Issuer to enter such market at the most advantageous time, rather than at a specified advertised future date; thereby permitting the Issuer Ito obtain the best possible price, interest rate and other terms far the Series 1999 Bonds and., accordingly, the Issuer does hereby find and determine that it: is in the best financial interest of the ~ssuer that a delegated negotiated sale of the Series 1999 Bonds be authorized. R. The Purchaser has orally agreed with the Company to use its best efforts to submit to the Is:;uer acid the Company an offer to purchase the Series ].999 :Bonds in substantially the form of t:he Bond Purchase Agreement upon terms acceptable to the Issuer and the Company as hereinafter authorized, and it is necessary and appropriate: to authorize a delegated negotiated sale of the Series 1999 Bonds to the Purchaser and to auth.oriz;e the execution and delivery of the Bond Purchase Agreement upon the terms hereinafter provided.. S. It is appropriate that the Issuer approve 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 1999 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. T. All conditions precedent to the refunding of the Refunded Bonds ]have been satisfied., or will be satisfied prior to the delivery of the Series 1999 Bonds, and the issuance of the Series 1999 Bonds will otherrwise comply with all of the provisions of the Act. U. In order to carry out the refunding of the Series 1994A Refunded Bonds, it is necessary and appropriate that the Issuer authorize the execution and delivery of the Escrow ~"~ Deposit Agreement beawec;n the Issuer and the Escrow Agent. 8 004.162331.2 ~„w V. It is. necessary and appropriate that the Issuer appoint an escrow agent to serve under the Escrow Deposit Agreement, and the institution hereinafter named is acceptabae to the Issuer; acid it appears to the Issuer that the same is qualified to serve as Escrow Agent under the Escrow Deposit Agreement in accordance with the terms of the Escrow Deposit Agreement and the Prior Indenture. W. T'he purposes of the Act will be most effectively served by th.e refunding of the Refunded Bonds and the refinancing of the cost of the Prior Projects in the manner provided in the Loan Agreement, the Indenture, and the Escrow Deposit Agreement. SECTION 4. AUTHORIZATION OF THE SERIES 1999 BONDS. In order to advance the public purposes specified in the Act, and to provide the necessary funds to the Issuer to make t:he loan to the Company i'or the purposes of (i) refunding the Refunded Bonds, (ii) funding a debt service reserve fund for the Series 1999 Bonds, and (iii) paying a portion of the costs of issuing; the; Series 1999 Bonds, the Series 1999 Bonds in an aggregate principal amount not to exceed $50,000,000, substantially in the form set forth in the Indenture: and having such terms and provisions as are provided in the Indenture and the I3ond I'ur(:hase Agreement, are hereby approved and authorized, subject to the provisions of Section 9 hereof. All of the provisions of the Series 1999 Bonds, when executed, authenticated and delivered as authorized herein, shall. be deemed to be part of this Resolution as fully and to the sarr.(e extent as if incorporated verbatirll heren). „M, SECTION 5. REFUNDING OF REFUNDED BONDS AUTHORIZED. The refunding of ~.he Refunded Bonds in the manner provided in the Loan Agreement, the Indenture and the Escrow Deposit Agreement is hereby authorized, subject to the final determination b~y t:he C:ornpany ,and the Issuer to issue and deliver the Series 1999 I3onds to accomplish such refunding. SECTION 6. ~?,PPOINTMENT OF TRUSTEE AND AUTHORI'IATION OF EXECUTION AND DELIVERY OF THE INDENTURE. First Union IVatior(al I3ank, Jacksonville, Florida :is hereby appointed to serve as Trustee under the In.dentu;re. The Indenture, substantially in the form attached hereto as Exhibit A with such changes, corrections, insertions and deletions as may be approved by the Mayor-Commissioner and the City Clerk, such approval to be evidenced conclusively by their execution thereof, is hereby approved and authorized; the Issuer hereby authorizes and directs the Mayor-Commissioner 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 f;xec~uted 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. T'he Loan Agreement, substantially in the form attached hereto as Exhibit B with such changes, corrections, insertions and deletions as may be approved by wr+ the Mayor-Conarnissio:ner and the City Clerk, such approval to be evidenced r_onclu.sively by their execution the:r(:oi~, is heret)y approved and authorized; the Issuer hereby author. izes a.nd 004.162331.2 9 ~~~ directs the Mayor-Commissioner to date and execute and the City Clerk to ataest, under the official seal of th~° Is:>uer, the ]Loan Agreement, and to deliver the Loan Agreeme:llt to the Campany; and all of the provisions of the Loan Agreement, when executed and delivered by the Issuer, as authorized herein, and by the Company, shall be deemed to be; a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. ,SECTION 8. AUTHORIZATION OF EXECUTION AND DELIVERY OF ASSIGNMENT'S OF SERIES 1999 NOTE AND MORTGAGE. The assignment of the Series 1999 Note substantially in the :form set forth in Exhibit B to the Loan Agreement, and the assignment of the Mortgage substantially in the form set forth in Exhibit D to the Mortgage, with such change;, corrections, insertions and deletions as may be approved by the Mayor- Commissioner and the City Clerk, such approval to be evidenced conclusively by their execution thereof, are hereby approved and authorized; the Issuer hereby authorizes and directs the Mayor-Commissioner to date; and execute and the City Clerk to attest, under t:he official seal of the Issuer, the assignments of the Series 1999 Note and oi' the Mortgage contained therein, upon proper execution of the Series 1999 Note and of the Mortgage by t:he Company and delivery to the Issuer, and to deliver the Series 1999 Note and the Mortgage to the Trustee, in th° manner provided in the Loan Agreement; and all of the provisions of the Series 1999 Note and of the Mortgage and the assignments thereof, when executed and delivered by the Compalry and by the Issuer as authorized herein, shall be deemed to be a part of this Resolution as fishy and to the same extent as if incorporated verbatim herein. +~w~ SECTION 9. ~ DELEGATED SALE OF SERIES 1999 BONDS; AUTHORIZATION OF EXECUTION AND DELIVERY OF THE BOND PURCHASE AGREEMENT. Sut-ject to tlce satisfaction of the conditions set forth in this :>ecti.on;, a delegated negotiated sale of t:he Series 1999 Bonds is hereby authorized. The. Nlayor- Commissioner is :hereby authorized and directed to award the sale of the Series; 199S~ Bonds to the Purchaser pursuant to the provisions of the Bond Purchase Agreement, subject to all the following conditions: A. Receipt by the Mayor-Commissioner of a written offer 'to purchase the Series 1999 Borcds by the Purchaser, substantially in the form of the Bond Purchase Agreement, said offer to provide for, among other things, (i) the issuance of Series 1999 Bonds in an aggregate principal amount not to exceed .$50,000,000 (ii) an underwriting discount (including management fee and all expenses) not in excess of .70% of the par amount of the Series 199' Bonds, (iii) the true interest cost with respect to the Series 1999 Bonds of not more than 6.5 % per annum, and (iv) the maturities of the Series 1999 Bonds with the final maturity date no later than June 30, 2030. B. With respect to any optional redemption terms of the Series 1999 Bonds, the first call date may be no later than eleven (11) years from the dated date of the Series 1999 Bonds and no call premium may exceed 102% of the par amount of that portion of the Series 1999 Bonds to be redeemed. ~,,,~,, C. Receipt by the Mayor-Commissioner from the Purchaser of a disclosure statement and truth-in.-bonding :information complying with Section 218.385, Florida Statiite;s. 004.162331.2 10 '"""` Upon satisfaction of the foregoing conditions, the Bond Purchase Agreement, with such other changes, corrections, insertions and deletions as may be approved by the Mayor-Commissioner, such approval to be evidenced conclusively by the: Mayor- Commissioner's execution thereof, is approved and authorized; the Issuer hereby authorizes and directs the: Mayor-Commissioner to date and execute the Bond Purchase Agreement and to deliver the Bond Purchase Agri°ement to the Purchaser; and all of the provisions of the Bond Purchase Agreement, when executed and delivered by the Issuer as authorized herein and by the Company and the Purchaser, shall be deemed to be a part of this Resolution as hilly and to the same extent as if incorporated verbatim herein. SECTION 10. APPROVAL OF PRELIMINARY OFFICIAI, STATEMENT AND AUTHORIZATION O'.F FINA.L OFFICIAL STATEMENT. The form of the Preliminary C)ffic:ial Statement:, with such omissions, insertions and variations as may be necessary to complete; the Preliminary Official Statement and allow the Mayor-Corrunissioner to deem the Preliminary Official Statement final as hereinafter described, is authorized to be used in connection with the sale of the Series 1999 Bonds. The Mayor-Commissioner is hereby authorized to deem the Preliminary Official Statement final as of its date on behalf of the Issuer for purposes of Rulc; 15c2-12 of the Securities and Exchange Cornmiss:ion (except for such omissions permitted by such :Rule), and to execute a certificate to that effect to be delivered to the Pur. chaser. A final official statement in substantially the far. m of the Preliminary Official Statement, with such omissions, insertions and variations as may be necessary and/or desirables and approved by the Mayor-Commissioner prior to the release thereof, is hereby authorized t:o be delivered by the Issuer to the Purchaser for distribution prior to the issuance and ~elivery of the Series 1999 Bonds. The Mayor-Commissioner is hereby authorized to evidence: the Issuer's approval of the final official statement by the Mayor-Comm.issioner's endorsement thereof upon one or more copies, and approval of all such omissions, insertions and variations may be presumed from such endorsemer.~t upon any copy of such final official statement. Bond Counsel is hereby directed to furnish to the Division of Bond Finance of the Department of General Services of the State of Florida a copy of the final official statement, <~ notice of the impending sale of the Series 1999 Bonds anti the other information required by Section 218.38, Florida Statutes, as amended, within. the appropriate tune periods specified by such section. SECTION 11. AUTHORIZATION OF EXECUTION AND DEL:[VERY OF ESCROW DEPOSI'T' AGREEMENT. The Mayor-Commissioner and the City Clerk: are hereby authorized to execute and deliver the Escrow Deposit Agreement in favor of the Escrow Agent, with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Mayor-Commissioner and the City Clerk prior to t:he delivery thereof, such necessity and/or desirability and approval by the Mayor-Commissioner and the City Clerk to be presumed by their execution and delivery thereof. SF;CTION 12. ESCROW AGENT. First Union National Bank of Florida, a national banking association, Jacksonville, Florida, is hereby appointed to serve as Escrow Agent under t:he Escrow Depa:>it Agreement. w~r- 004.162331.2 11 i~~ SECTIO:N 1;. CREDIT ENHANCEMENT. The Series 1999 Bonds shall not be issued. until the Bond Insurer has issued the Policy with respect to the Series 1999 Bonds and the Series 1999 Bonds have been rated "A" or better by Standard & Poor's Ratings Services. The Policy, substantially in the form attached hereto as Exhibit D, with such changes, corrections, insertions and deletions as may be approved by the Mayo:r- Cornmissioner and the: City Clerk:, such approval to be evidenced conclusively by their execution of the Indenture, is hereby approved. SECTION 14. AUTHORIZATION OF EXECUTION OF OTHER CERTIFICATES AND INSTRUMENTS. The Mayor-Commissioner and the City Cterl: are hereby authorized and directed, c°ither alone or jointly, under the official seal of the Issuer, to execute and deliver certificates of the Issuer certifying such facts as counsel l:or the Issuer, counsel to the I?urc;haser or Bond Counsel shall require in connection with the issuance, sale and delivery of th~° Series 1999 Bonds, and to execute and deliver such other instruments, including but not limited to, deeds, assignments, bills of sale and financing statements„ as shall be :necessary or' desirable to peri.'orm the Issuer's obligations under the Loan Agreement, t}ie Indenture, the Escrow Deposit Agreement and the assignments of the Series 1999 Notf; and the Mortgage, and i:o consummate the transactions hereby authorized. SECTION 15, NO PERSONAL LIABILITY. No representation, statement, covenant, warranty, stipulation, obligation or agreement herein contained, or contain.°d i:n the Series 1999 Bonds, thf; Loan Agreement, the Indenture, the Escrow Deposit Agreement, the wrw Series 1999 Nate, the Mortgage or the assignments thereof or in any certificate or other instrument to be e~:ecuted on;' behalf' of the Issuer in connection with the issuance of the Series 1999 Bonds, shall be deemed'. to be a representation, statement, covenant, warranty, stipulation, obligation or agreement of an.y member, officer, employee or agent of the Issuer in his or her individual capacity, acid none of the foregoing persons nor any officer of tl~e Issuer executing the Series 1999 Bonds, the Loan Agreement, the Indenture, the Escrow Deposit Agreement, the assignments of the Series 1999 Note and the Mortgage, or any certi.ticate or other instrument to be executed in connection with the issuance of the Series 19'9 Bonds shall be liable personally thereon or be subject to any personal liability or accountability by reason of the execution or delivery thereof. SECTION 16. NO THIRD PARTY BENEFICIARIES. Except as provided herein or in the Series 1999 Bonds, the Loan Agreement, the Indenture, the Series 1!)99 Note and any assigmne:nt thereof, the Mortgage 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 Company, the 'Trustee and the owners from time to time of the Series 1999 Bonds a.ny right, remedy or claun, 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 hf;reof and thereof being intended to ..be and being for the sole and exclusive benefit of the Issuer, the Company, the Trustee and the owners from time to time of the Series 1999 Boncis. <ww SECTION 17. PREREQUISITES PERFORMED. All acts, conditions and things relating to the passage of this Resolution, to the issuance, sale and delivery of the Series 004.162331.2 12 ~~~ 1999 Bonds, to thc; execution anal delivery of the Loan Agreement, the Indenture, the; Escrow Deposit Agreement and the assignments and delivery of the Series 1999 Note and the Martgage, required by the Constitution or other laws of the State, to happen, exist ar.~d be performed precedent to the passage hereof, and precedent to the issuance, sale and delivery of the Series 1999 Bonds, to the execution and delivery of the Loan Agreement, the Indenture, the Escrow Deposit Agreement and the assignments and delivery of the Series 1999 ;Vote: acid the Mortgage, have either happened, exist and have been performed as so required or will have happened, will exist and wiill have been performed prior to such execution and dc;live:ry. SECTION 18. COMPLIANCE WITH CHAPTER 218, PART :III, FLORIDA STATUTES. 'The Issuer hereby approves and authorizes the completion, execution and filing with the Divisian of Bond Finance, Department of General Services of the State; of Florida, at the expense of the Company, 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 19. (JENERAL AUTHORITY. The commissioners, officials, attorneys, engineers or. ather age°nts or employees of the Issuer are hereby authorized to cio all acts and things required of them by this Resolution, the Series 1999 Bonds, t:he Loan Agreement, the Indenture, the Escrow Deposit Agreement, and the assignments of the Series 1999 Nate and the; Mortgage, a;nd to do all acts and things which are desirable and c;onsiste:nt with the requirements hereof or of the Series 1999 Bonds, the Loan Agreement, the I:~.denture, the Escrow Deposit Agreement and the assignments of the Series 1999 Note and the Mortgage, for the: full, punctual and complete performance of all the terms, covenants and agreements contained hererr>; or in the Series 1999 Bonds, the Loan Agreement, the Indenture, the Escrow I;-eposit Agreement and the assignments of the Series 1999 Note and the Martgage. SECTION 20. 'CHIS RESOLUTION CONSTITUTES A CONTRACT. The Issuer covenants and agrees that this Resolution shall constitute a contract between the Issuer and the owners from time to time of the Series 1999 Bonds, and that all covenants and agreements set forth hel:ein and in the Series 1999 Bonds, the Loan Agreement., the Indenture, the Escrow Deposit Agreement and the assignments of the Series 1999 Note and t:he Mortgage, to be performed by the Issuer shall be for the equal and ratable benefit anti security of the owners from time to time: of the Series 1999 Bonds and any Additional Bonds, without privilege, priority or distinction. as to lien or otherwise of any of the Bonds over anv other of the Bonds. SECTION 21. 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- or contrary to the policy of express law, though not expressly prohibited, or against public policy, 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 1999 Bonds issued under the Indenture. 004.162331.2 13 ~~,, SECTION 22. }ZE;PEALING CLAUSE. All resolutions or parts thereof i.n conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed.. SECTION 23. EFFECTIVE DATE. This Resolution shall take: effect immediately upon its adoption. P,AS:iF,D AND ADOPTED this 13th day of September, 1999. CITY OF ATLANTIC BEACH, FLORIDA By: Mayor-Commissioner (OFFICIAL SEAL) ATTEST: City Clerk I APPROVED AS TO FORM AND (:ORRECTNESS: City Attorney 004.162331.2 14