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R-2018-40R CLERMONr CITY OF CLERMONT RESOLUTION NO.2018-40R • A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA APPROVING AN INTERLOCAL AGREEMENT WITH THE CITY OF LEESBURG, FLORIDA IN ORDER TO PERMIT THE CITY OF LEESBURG TO ISSUE AND APPLY A PORTION OF THE PROCEEDS OF ITS HEALTHCARE FACILITIES REFUNDING AND REVENUE BONDS, SERIES 2018 TO FINANCE CERTAIN HEALTHCARE FACILITIES LOCATED WITHIN THE JURISDICTIONAL LIMITS OF THE CITY OF CLERMONT; PROVIDING APPROVAL OF THE ISSUANCE OF SUCH BONDS SOLELY FOR THE PURPOSES OF SECTION 147(1)OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; AND PROVIDING AN EFFECTIVE DATE. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of Clermont, Lake County, Florida: SECTION 1. Findings and Recitals It is hereby found, ascertained,determined and declared: A. LifeStream Behavioral Center, Inc., a Florida not-for-profit corporation (the "Borrower") Borrower has requested that the City of Leesburg issue its Healthcare Facilities • Refunding and Revenue Bonds (LifeStream Behavioral Center, Inc. Project), Series 2018, in one or more series, in an aggregate principal amount not to exceed $10,000,000 for the purposes of: (A) refinancing those certain outstanding Industrial Development Revenue Bonds (LifeStream Behavioral Center, Inc. Project), Series 2017 (the "Prior Bonds"), the proceeds of which were loaned to the Borrower for the acquisition,construction,and equipping of the Borrower's existing healthcare facility located at 2018 and 2020 Tally Road, Leesburg, Lake County, Florida 34748; (B) financing or refinancing the cost of (or reimburse itself for prior expenditures for) the acquisition, construction, and equipping of an approximate 24,000 square foot healthcare facility and site improvements thereon located on real property immediately adjacent to and north of the Borrower's existing facility located at 2140 Don Wickham Drive,Clermont,Lake County,Florida 34711, including without limitation ancillary facilities, which will be owned and operated by the Borrower (the "Clermont Facilities") and (C) to pay costs of issuance related to the Bonds (collectively, the "Project"). The Project will be owned and operated by the Borrower or an affiliate, subsidiary or related entity thereof. B. As a condition to th issuance of the Bonds,the City of Leesburg seeks to enter into an Interlocal Agreement with the City of Clermont in order to allow for a portion of the proceeds of the Bonds to be utilized to finance the Clermont Facilities.The funds shall be repaid solely from the revenues of the Borrower, and the funds shall be duly expended for their stated purpose and shall not be payable from or by the City of Clermont in any manner whatsoever. C. The City of Leesburg has informed the City of Clermont that the City of Leesburg conducted a public hearing on September 24, 2018 following the publication of notices in The • Daily Commercial and The Orlando Sentinel, newspapers of general circulation in Lake County, 1 • CITY OF CLERMONT RESOLUTION NO.2018-40R ® on September 11, 2018 and September 16, 2018, respectively, which notices were further published in the online sites of both newspapers and in the Florida Legal Notices online site, at which hearing members of the public were offered reasonable opportunity to be heard on all matters pertaining to the location and nature of the proposed Project and to the issuance of the Bonds. Based on the representations of the City of Leesburg, the public hearing provided a reasonable opportunity for interested individuals to express their views,both orally and in writing, on the proposed issuance of the Bonds and the location and nature of the Project, and was held in a location which,under the facts and circumstances,was convenient for residents of both the City of Leesburg and the City of Clermont. D. The City of Leesburg has determined that the Project will constitute a healthcare facility and a "project" within the meaning of and as contemplated by the provisions of Chapter 166 and Chapter 159,Part II, Florida Statutes,as amended,and other applicable provisions of law (the"Act"),and further that the Project is appropriate to the needs and circumstances of,and shall make a significant contribution to the economic growth of Lake County,shall provide or preserve gainful employment and shall serve a public purpose by advancing the economic prosperity and the general welfare of the State of Florida and its people and by improving living conditions within the State of Florida. E. NEITHER THE FAITH AND CREDIT OR TAXING POWER OF THE CITY OF LEESBURG, THE CITY OF CLERMONT OR OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, • PREMIUM, IF ANY, OR THE INTEREST ON THE BONDS. NO OWNER OR HOLDER OF ANY OF THE BONDS SHALL EVER HAVE THE POWER, DIRECTLY OR INDIRECTLY, TO COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CI.TY OF LEESBURG, THE CITY OF CLERMONT, OR OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF FOR THE PAYMENT OF THE PRINCIPAL OF OR INTEREST OR PREMIUM, IF ANY, ON ANY OF THE BONDS. SECTION 2. Approval of Interlocal Agreement The Interlocal Agreement between the City of Leesburg and the City of Clermont,is hereby approved,the substantial form of which is attached hereto as Exhibit"A",subject to such changes, insertions and omissions and such filling in of such blanks as shall be approved by the Mayor or Mayor pro tem (each an "Authorized Officer")and the City Attorney, with such execution by an Authorized Officer to be conclusive evidence of such approval. SECTION 3. Approval of Bonds for the Project Solely for the purposes of Section 147(f)of the Internal Revenue Code of 1986,as amended from time to time(the"Code"),the City of Clermont hereby approves the issuance of the proposed Bonds by the City of Leesburg for the Project and approves the use of the proceeds to finance the proposed Project, including the Clermont Facilities. The approval given herein shall not be construed as: (i)an endorsement of the creditworthiness of the Borrower or the financial viability of the Project, (ii)a recommendation to any prospective purchaser to purchase the Bonds, (iii)an • evaluation of the likelihood of the repayment of the debt service on the Bonds,or(iv)approval of 2 d✓ 1 CITY OF CLERMONT �' MONT RESOLUTION NO.2018-40R • any necessary rezoning applications or approval or acquiescence to the alteration of existing zoning or land use nor approval for any other regulatory permits relating to the Project, and the Issuer shall not be construed by reason of its adoption of this Resolution to make any such endorsement, finding, or recommendation or to have waived any right of the City of Clermont or to have estopped the City of Clermont from asserting any rights or responsibilities it may have in such regard. SECTION 4. Limitation The issuance of Bonds approved hereunder and the interest thereon shall not constitute an indebtedness or pledge of the general credit or taxing power of the City of Clermont,the State of Florida or any political subdivision or agency thereof but shall be payable solely from the revenue pledged therefor pursuant to a loan agreement and/or other financing agreement entered into by the City of Leesburg prior to or contemporaneously with the issuance of the Bonds. SECTION 5. Repealing Clause All restrictions or resolutions or portions thereof in conflict herewith are, to the extent of such conflict, hereby superseded and repealed. SECTION 6. Effective Date • This Resolution shall take effect immediately upon its adoption. [Remainder of Page Intentionally Left Blank] • 3 d✓ • CITY OF CLERMONT CLEW fONT RESOLUTION NO. 2018-40R • DONE AND RESOLVED by the City Council of the City of Clermont. Lake County, Florida, this 25th day of September, 2018. '' .. CITY OF CLERMONT Gail L. Ash, ayor ATTEST: .cy Ackroyd e, City Clerk (101 Appr=;� : orm :nd lega i ,. • Api- an IL ne�-`v!"..a s, City Attorney Exhibit A: Interlocal Agreement 0 1 • EXHIBIT A INTERLOCAL AGREEMENT [Follows.] • • INTERLOCAL AGREEMENT BY AND BETWEEN THE CITY OF LEESBURG AND THE CITY OF CLERMONT AND CONSENT BY LIFESTREAM BEHAVIORAL CENTER, INC. INTERLOCAL AGREEMENT This Interlocal Agreement (this "Interlocal Agreement") dated as of the _ day of 2018, is made between the City of Leesburg, Florida ("Leesburg"), a municipality of the State of Florida (the "State"), and the City of Clermont ("Clermont"), a municipality of the State, and consented to by LifeStream Behavioral Center, Inc. RECITALS WHEREAS, both Leesburg and Clermont are municipalities duly organized and validly existing under and pursuant to Chapter 166, Florida Statutes, which have powers under and by virtue of Chapter 159, Florida Statutes, and each are properly constituted entities and each a "public agency" under the Florida Interlocal Cooperation Act of 1969 (Part I of Chapter 163, Florida Statutes, as amended)(collectively, the "Act"); and WHEREAS, Leesburg has determined that there is a need to provide funds for the financing and/or refinancing, acquisition, construction, and equipping of healthcare facilities and site improvements for LifeStream Behavioral Center, Inc. (the "Borrower"), a Florida not-for- profit corporation, which provides behavioral health and social services to the community and currently operates in a variety of locations in the State, including Leesburg and Clermont; and WHEREAS, Leesburg has agreed to issue bonds as herein described and desires to enter into this Interlocal Agreement with Clermont, to refinance the cost of the Borrower's qualifying healthcare facility project located at 2018 and 2020 Tally Road, Leesburg Florida (the "Leesburg Project"),and to finance or refinance the cost of the acquisition,construction,and equipping of an approximate 24,000 square foot healthcare facility and site improvements located on real property immediately adjacent to and north of the Borrower's existing facility located at 2140 Don Wickham Drive, Clermont, Lake County, Florida 34711, including without limitation ancillary facilities (the "Clermont Project" and together with the Leesburg Project, collectively, the "Project"); and WHEREAS, it is deemed desirable by both Leesburg and Clermont to enter into this Interlocal Agreement, as provided for and under the authority of Chapter 163, Florida Statutes, in order to assist the Borrower in financing the portion of the Project in Clermont using a portion of the proceeds of bonds issued by Leesburg; and WHEREAS, Leesburg intends to authorize the issuance of its City of Leesburg not to exceed $10,000,000 Healthcare Facilities Revenue and Refunding Bonds (LifeStream Behavioral Center, Inc. Project), Series 2018 (the"Bonds"), pursuant to the authority of the Act; and WHEREAS, the Borrower has determined that the loan of the proceeds of the Bonds by Leesburg to the Borrower will assist in providing healthcare to the residents of the State, Leesburg and Clermont; and WHEREAS, the Borrower represents that it will be financially responsible and capable and willing to fulfill its obligations including the obligation to make the debt service payments in the amounts and at the times required, and the obligation to repair and maintain the Project at its own expense; and WHEREAS, title to the Project shall be in the Borrower and neither Leesburg nor Clermont shall have any title or interest therein, and neither Leesburg nor Clermont shall in any way be obligated to pay the principal, premium, if any, or interest on the Bonds as the same shall become due(except to the extent that Leesburg is obligated to repay the Bonds with loan payments from the Borrower funded from the revenues of the Project), and the issuance of the Bonds shall not directly, indirectly, or contingently obligate Leesburg or Clermont, the State, or any political subdivision of each to levy or pledge any form of taxation or to make any appropriation from ad valorem taxation revenues for their payment. NOW, THEREFORE,THE PARTIES HERETO AGREE AS FOLLOWS: SECTION 1: Leesburg intends to issue the Bonds and to loan the proceeds thereof to the Borrower to pay for the Project, including the portion located within Clermont,and the funds shall be repaid solely from the revenues of the Borrower, and the funds shall be duly expended for their stated purpose and shall not be payable from or by Clermont or Leesburg in any manner whatsoever as further set forth in Section 5. SECTION 2: At all times during the term of this of this Interlocal Agreement, Leesburg and Clermont constitute "public agencies" as that term is defined in Section 163.01(3)(b), Florida Statutes, as amended, and Leesburg has the power and authority to issue the Bonds in order to provide financing for the Project, which power and authority each may exercise separately. SECTION 3: Leesburg and Clermont are entering into this Interlocal Agreement in order to more effectively perform their governmental functions related to the provision of protecting commerce and providing employment opportunities through improving human resources,pursuant to the powers granted under Section 163.01, Florida Statutes,as amended, and to permit Leesburg to operate within the jurisdiction of Clermont as contemplated by the issuance of the Bonds by Leesburg and the use of a portion of the proceeds of such Bonds to be loaned to the Borrower in order to finance or refinance the Clermont Project. SECTION 4: This Interlocal Agreement shall in no way be interpreted to authorize the delegation of the constitutional or statutory duties of Leesburg,Clermont,the State,or any officers of any political subdivision of each. SECTION 5: This Interlocal Agreement and the Bonds shall not be deemed to constitute a debt,liability,or obligation of or a pledge of the faith and credit of Leesburg,Clermont,the State, or any political subdivision of each. The issuance of the Bonds pursuant to this Interlocal Agreement shall not directly, indirectly, or contingently obligate Leesburg, Clermont, the State, or any political subdivision of each to levy or to pledge any form of taxation or to make any appropriation for their payment. SECTION 6: Title to the Project financed or refinanced pursuant to this Interlocal Agreement shall be in the Borrower,and Clermont sand Leesburg shall not have any title or interest in the Project. SECTION 7: Clermont shall not be responsible for any undertaking in connection with the Bonds except as set forth in this Interlocal Agreement.The Borrower,by its acknowledgement hereof, agrees to indemnify and hold harmless Clermont and Leesburg against any claim or cause of action arising out of or resulting from any defect in, any property constituting a part of the Project or proceeding regarding this Interlocal Agreement or the Bonds, provided that the indemnity provided in this sentence shall be effective only to the extent of any loss that may be sustained. The Borrower shall also indemnify and save Clermont and Leesburg harmless from and against all costs and expenses including,without limitation,any fees and expenses of legal counsel, incurred in or in connection with any action or proceeding brought on any of the matters against which the Borrower has indemnified them under this Section. Clermont and Leesburg shall not be liable for the costs of the Bonds or the cost incurred in connection with the preparation, review, execution or approval of this Interlocal Agreement or any documentation or opinions required to be delivered in connection with the loan to the Borrower from the proceeds of the Bonds. Further, the Borrower shall be responsible for any and all administrative and advertising costs incurred by Clermont with regard to the review and approval of this Interlocal Agreement, including but not limited to, Clermont's reasonable attorney's fees associated therewith. SECTION 8: This Interlocal Agreement will remain in full force and effect from the date of its execution until such time as it is terminated by any party upon ten (10) days' written notice to the other party. Notwithstanding the foregoing, it is agreed that this Interlocal Agreement may not be terminated by any party during any period that the Bonds remain outstanding,or during any period in which the proceeds of such Bonds are still pending distribution, unless the parties to this Interlocal Agreement mutually agree in writing to the terms of such termination. Should either Leesburg or Clermont be dissolved, abolished, or otherwise cease to exist, the successor governmental entity to Leesburg or Clermont shall be deemed to be the responsible party hereunder. It is further agreed that in the event of termination the parties to this Interlocal Agreement will provide continuing cooperation to each other in fulfilling the obligations associated with the issuance of Bonds pursuant to this Interlocal Agreement. SECTION 9: It is agreed that, prior to issuance of the Bonds, the City of Leesburg shall cause this Interlocal Agreement shall be filed with the Clerk of the Circuit Court of Lake County, as required by Section 163.01(11)of the Interlocal Act. SECTION 10: This Interlocal Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [Remainder of page intentionally left blank] PASSED AND ADOPTED by the City Council of the City of Clcrmont, Lake County, Florida on thi� day of2018. CITY OF CLERMONT C.774111111111! / Gail L. Ash,Mayor - ATTEST: racy Ackro . owe, City Clerk 41111, • 'prove, as to o .n' legality: .15F ��dL�i 6 a - . • an z --7"---7—•-- orney PASSED AND ADOPTED by the City Commission of the City of Leesburg, Florida, Lake County, Florida on this_ day of , 2018. CITY OF LEESBURG H.D. Robuck, III, Mayor ATTEST: Andi Purvis, City Clerk Approved as to form and legality: City Attorney CONSENT OF LIFESTREAM BEHAVIORAL CENTER,INC. The undersigned,a duly constituted and authorized officer of LifeStream Behavioral Center,Inc., does hereby acknowledge, agree and consent to the terms and provisions of this Interlocal Agreement,including without limitation,the indemnity provisions of Section 7 above. LifeStream Behavioral Center,Inc. By: r ir ih„& gki, Name: ►. + lam► Its: