R-2018-17R a .i• CITY OF CLERMONT
me
RESOLUTION NO.2018-17R
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CLERMONT, FLORIDA, APPROVING, SOLELY FOR THE PURPOSES
OF SECTION 147(F) OF THE INTERNAL REVENUE CODE AND
SECTION 163.01, FLORIDA STATUTES, THE ISSUANCE BY THE
CAPITAL TRUST AGENCY OF ITS SENIOR LIVING REVENUE BONDS
(H-BAY MINISTRIES, INC. — SUPERIOR RESIDENCES PROJECT),
SERIES 2018, IN ONE OR MORE SERIES PURSUANT TO A PLAN OF
FINANCE, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED$90,000,000,FOR THE PURPOSE OF FINANCING THE SENIOR
LIVING FACILITIES HEREIN DESCRIBED, ONE OF WHICH IS
LOCATED IN THE CITY OF CLERMONT; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City Council (the "City Council") of the City of Clermont, Florida (the
"City"), has been informed that the Capital Trust Agency (the "Issuer") proposes to issue a
principal amount not exceeding $90,000,000 of its Senior Living Revenue Bonds (H-Bay
Ministries, Inc. — Superior Residences Project), Series 2018, in one or more series (the "Bonds"),
the proceeds of which will be loaned to H-Bay Ministries, Inc., a Texas nonprofit corporation,
and/or one or more related and/or affiliated entities(collectively,the "Borrower"),for the purpose
of financing or refinancing, including through reimbursement, (i) the acquisition, construction,
renovation, installation and equipping of the Senior Living Facilities (as hereinafter defined) to
provide assisted living and memory care for the elderly, (ii) the funding of an operating and
maintenance fund to finance certain capital expenditures and start-up costs related to the Senior
Living Facilities,(iii)the funding of one or more debt service reserve funds for the Bonds,and(iv)
the payment of certain costs of issuing the Bonds(collectively,the "Project"); and
WHEREAS, the Senior Living Facilities consist of five assisted living and memory care
facilities located throughout the State of Florida (the "State"), one of which is located in the City
of Clermont, Lake County, Florida(the "Clermont Project"), and the remaining four senior living
facilities are located in Brandon, Hillsborough County, Florida, Ocala, Marion County, Florida,
Lecanto, Citrus County, Florida, and Niceville, Okaloosa County, Florida (together with the
Clermont Project,the"Senior Living Facilities"); and
WHEREAS, the Clermont Project is a senior living community in the City, known as
Superior Residences of Clermont,located on approximately 6 acres at 1600 Hunt Trace Boulevard,
Clermont, Lake County, Florida, including land, buildings, and equipment, consisting of
approximately 114 senior living units (including approximately 74 assisted living units and 40
memory care units)to be financed or refinanced from the proceeds of the Bonds in an amount not
exceeding$30,205,800; and
WHEREAS,in order to finance the costs of the Project from the proceeds of the Bonds on
a tax-exempt basis,it is necessary to hold a public hearing and approve the issuance of the Bonds
for the purposes of Section 147(f)of the Internal Revenue Code of 1986,as amended(the"Code"),
and Section 163.01,Florida Statutes, as amended (the "Interlocal Act"); and
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C. •ONT CITY OF CLERMONT
— RESOLUTION NO. 2018-17R
WHEREAS, a public hearing was held by the City Council on the date hereof, following
notice by publication in The Daily Commercial at least fourteen (14) days prior to the date hereof
(the "Notice"), during which comments and discussions concerning the issuance of the Bonds by
the Issuer to lend the proceeds thereof to the Borrower to pay costs of the Project were requested
and heard, as required by Section 147(f) of the Code; and
WHEREAS, the Borrower and the Issuer have requested the City Council approve the
issuance of the Bonds for purposes of Section 147(f) of the Code and the Interlocal Act; and
WHEREAS, the Bonds, when issued by the Issuer, will be special, limited obligations of
the Issuer payable solely from the proceeds to be derived from the repayment of the related loan
to the Borrower or from the security pledged therefor by the Borrower, and the City will not be
obligated to pay the Bonds or have any obligation or liability pecuniary or otherwise in any respect
whatsoever with respect to the Bonds or the Clermont Project; and
NOW,THEREFORE, BE IT RESOLVED by the City Council of the City of Clermont,
Lake County, Florida:
SECTION 1. Findings
The City Council hereby finds, determines and declares as follows:
A. Pursuant to the Notice published in The Daily Commercial, a newspaper of general
circulation in the City, not less than fourteen (14) days prior to the date hereof, a public hearing
was held before the City Council, as required by Section 147(f) of the Code on the date hereof.
The public hearing provided a reasonable opportunity for interested persons to express their views,
both orally and in writing, on the proposed issuance of the Bonds, the location and nature of the
Clermont Project and its operation by the Borrower. The location of the public hearing,under the
applicable facts and circumstances, is convenient for the residents of the City. A proof of
publication of such Notice is attached hereto as Exhibit A and minutes of such public hearing will
be kept on file with the City Clerk (the "Clerk"), and are hereby incorporated herein by reference.
B. The City Council is the elected legislative body of the City, and the City has
jurisdiction over the entire area in which the Clermont Project is located.
C. The City Council has determined, based solely upon representations and
information provided by the Borrower and without any independent investigation or research by
the City, that the issuance of the Bonds to finance the Clermont Project: (i) is appropriate to the
needs and circumstances of, and will make a significant contribution to the economic growth of
the community in which it is located, (ii) will provide or preserve gainful employment, (iii) will
promote commerce within the State, (iv) will provide safe, decent and accessible housing for the
elderly, and (iv) will serve a public purpose by advancing the economic prosperity, living
conditions, and the general welfare of the State and its people by providing for an assisted living
facility within the meaning of Chapter 159, Part II, Florida Statutes.
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•ONT CITY OF CLERMONT
C- RESOLUTION NO. 2018-17R
D. Based solely upon representations and information provided by the Borrower, the
City will continue to be able to cope satisfactorily with the impact of the Clermont Project and will
be able to provide, or cause to be provided when needed, the public facilities, including utilities
and public services, that will be necessary for the operation, repair, and maintenance of the
Clermont Project and on account of any increases in population or other circumstances resulting
therefrom.
SECTION 2. Approval for Purposes of Section 147(f) of the Code
For the purposes of Section 147(f) of the Code, the City Council hereby approves the
issuance of the Bonds by the Issuer in one or more series, in an aggregate principal amount not
exceeding$90,000,000.
SECTION 3. Approval for Purposes of the Interlocal Act
A. For the purposes of the Interlocal Act, the City Council authorizes the Issuer to
issue the Bonds in a principal amount not exceeding$90,000,000 and to loan the proceeds thereof
to the Borrower to finance or refinance the Project. The Issuer is hereby authorized to exercise all
powers relating to the issuance of the Bonds vested in the City Council pursuant to the Constitution
and the laws of the State and to do all things within the jurisdiction of the City which are necessary
or convenient for the issuance of the Bonds and the financing or refinancing of the Project to the
same extent as if the City were issuing its own obligations for such purposes without any further
authorization from the City to exercise such powers or to take such actions.
B. The City shall not be liable for any costs of issuing the Bonds or the costs incurred
by it in connection with the preparation, review, execution or approval of any documentation or
opinions required to be delivered in connection therewith by the City or counsel to any of them.
All of such costs shall be paid from the proceeds of the Bonds or from other moneys of the
Borrower.
C. The Bonds shall not constitute an indebtedness or liability of the City.
SECTION 4. Payment of Fees and Costs by Borrower
The fees and expenses of the City shall be paid by the Borrower in the manner and to the
extent mutually agreed upon by the officials of the City and the Borrower at or prior to issuance
of the Bonds.
SECTION 5. No Liability or Endorsement
The City shall have no obligation with respect to the Bonds, and the approval given herein
by the City Council shall not be deemed or construed to create any obligation or liability,pecuniary
or otherwise, of the City, in connection with either the Bonds or the Project in any respect
whatsoever and the Issuer shall so provide in the documents related to the issuance of the Bonds.
The general credit or taxing power of the City and the State or any political subdivision or public
agency thereof shall not be pledged to the payment of the Bonds. No statement, representation or
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aER• CITY OF CLERMONT
„.-. RESOLUTION NO. 2018-17R
recital made herein shall be deemed to constitute a legal conclusion or a determination by the City
that any particular action or proposed action is required, authorized or permitted under the laws of
the State or the United States.
No recourse under or upon any obligation,covenant or agreement of this Resolution or the
Bonds or any agreement executed in connection with the Bonds,or for any claim based thereon or
otherwise in respect thereof, shall be had against any City Council members, the City Manager,
the Clerk or the City Attorney or any other staff or professionals retained by the City in connection
with the issuance of the Bonds, as such,past, present or future, either directly or through the City,
it being expressly understood (a) that no personal liability whatsoever shall attach to, or is or shall
be incurred by, the City Council members, the City Manager, the Clerk or the City Attorney or
any other staff or professionals retained by the City in connection with the issuance of the Bonds,
as such, under or by reason of the obligations, covenants or agreements contained in this
Resolution or implied therefrom,and(b)that any and all such personal liability,either at common
law or in equity or by constitution or statute, of, and any and all such rights and claims against,
every such City Council member, the City Manager, the Clerk or the City Attorney or any other
staff or professionals retained by the City in connection with the issuance of the Bonds, as such,
are waived and released as a condition of, and as a consideration for, the execution of this
Resolution on the part of the City.
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 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 Clermont Project, and the City Council shall not be
construed by reason of its adoption of this Resolution to make any endorsement, finding or
recommendation or to have waived any right of the City Council or to have estopped the City
Council from asserting any rights or responsibilities it may have in such regard.
SECTION 6. Indemnification.
The receipt of the Indemnification Certificate of the Borrower attached hereto as Exhibit
B and incorporated hereby by reference is a material inducement to the City in granting the
approvals set forth herein.
SECTION 7. Effective Date
This Resolution shall take effect immediately upon its adoption.
[Remainder of Page Intentionally Left Blank]
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11• CITY OF CLERMONT
L-r� RESOLUTION NO. 2018-17R
DONE AND RESOLVED by the City Council of the City of Clermont, Lake County,
Florida, this 22nd day of May, 2018.
CITY OF CLERMONT
Gail L. Ash, Mayor
ATTEST:
Tracy Ackro •• Howe, City Clerk
App -4 . to orm and legality:
dir4
_
•.,- :—.n zaris, ity Attorney
Exhibit A: Publisher's Affidavit Regarding Notice of Public Hearing
Exhibit B: Indemnification Certificate of the Borrower
EXHIBIT A
PROOF OF PUBLICATION
[Follows.]
EXHIBIT B
INDEMNIFICATION CERTIFICATE OF THE BORROWER
The undersigned hereby certifies that he or she is authorized to execute and deliver this
Indemnification Certificate of the Borrower and further represents, on behalf of H-Bay
Ministries, Inc., a Texas nonprofit corporation, and/or one or more related and/or affiliated
entities (collectively, the "Borrower"), the following (capitalized terms not otherwise defined
herein shall have the meaning ascribed thereto in Resolution No. 2018-17R adopted by the City
Council (the "City Council") of City of Clermont, Florida (the "City") on May 22, 2018 (the
"City Resolution")):
(I) At the request of the Borrower, the Capital Trust Agency (the "Issuer")
proposes to issue a principal amount not exceeding $90,000,000 of its Senior
Living Revenue Bonds (H-Bay Ministries, Inc. — Superior Residences Project),
Series 2018 (the "Bonds"), the proceeds of which will be loaned to the Borrower
for the purpose of financing or refinancing, including through reimbursement, (i)
the acquisition, construction, renovation, installation and equipping of the Senior
Living Facilities (as defined in the City Resolution)to provide assisted living and
memory care for the elderly, (ii) the funding of an operating and maintenance
fund to finance certain capital expenditures and start-up costs related to the Senior
Living Facilities, (iii) the funding of one or more debt service reserve funds for
the Bonds, and (iv) the payment of certain costs of issuing the Bonds
(collectively, the "Project");
(2) The Senior Living Facilities consist of five assisted living and memory
care facilities located throughout the State of Florida(the "State"), one of which is
located in Clermont, Lake County, Florida (the "Clermont Project"). The
Clermont Project is a senior living community in the City, known as Superior
Residences of Clermont, located on approximately 6 acres at 1600 Hunt Trace
Boulevard, Clermont, Lake County, Florida, including land, buildings, and
equipment, consisting of approximately 114 senior living units (including
approximately 74 assisted living units and 40 memory care units) to be financed
or refinanced from the proceeds of the Bonds in an amount not exceeding
$30,205,800;
(3) The issuance of the Bonds to finance the Project: (i) is appropriate to the
needs and circumstances of, and will make a significant contribution to, the
economic growth of the City, (ii) will provide or preserve gainful employment,
(iii) will promote commerce within the State, (iv) will provide safe, decent and
accessible housing for the elderly, and (iv) will serve a public purpose by
advancing the economic prosperity, living conditions, and the general welfare of
the State and its people by providing for an assisted living facility within the
meaning of Chapter 159, Part II, Florida Statutes;
B-1
(4) The City will continue to be able to cope satisfactorily with the impact of
the Clermont Project and will be able to provide, or cause to be provided when
needed, the public facilities, including utilities and public services, that will be
necessary for the operation, repair, and maintenance of the Clermont Project and
on account of any increases in population or other circumstances resulting
therefrom;
(5) In order to finance the costs of the Project from the proceeds of the Bonds
on a tax-exempt basis, it is necessary to hold a public hearing and approve the
issuance of the Bonds for the purposes of Section 147(f) of the Internal Revenue
Code of 1986, as amended (the "Code"), and Section 163.01, Florida Statutes, as
amended (the "Interlocal Act");
(6) The Borrower has requested the City Council to hold such public hearing
and approve the issuance of the Bonds for purposes of Section 147(0 of the Code
and the Interlocal Act; and
(7) The City desires indemnification from the Borrower as a material
inducement to the City Council holding such hearing and granting the foregoing
approval.
NOW THEREFORE, THE UNDERSIGNED, ON BEHALF OF THE BORROWER,
DOES HEREBY: Agree to defend the City and its officials, employees,attorneys and agents and
the members of the City Council, and hold the City and its officials, employees, attorneys and
agents and the members of the City Council, harmless against any and all claims, losses,
liabilities or damages to property or any injury or death of any person or persons occurring in
connection with the issuance of the Bonds or the acquisition or operation of the Clermont Project
by or on behalf of the Borrower, including in the case of any and all negligence of such
indemnitee, or in any way growing out of or resulting from the Clermont Project or from the
issuance, sale or delivery of the Bonds, including, but not limited to, liabilities or costs arising
under the Code, the Securities Act of 1933, the Securities Exchange Act of 1934 or any
applicable securities law of the State, including, without limitation, all costs and expenses of the
City, including reasonable attorneys' fees, incurred in connection therewith
13-2
IN WITNESS WHEREOF, the Borrower has executed this Indemnification Certificate of
the Borrower this 11th day of May,2018.
H-BAY MINISTRIES, INC., a Texas nonprofit
corporation
By:
Name: loyd R. Itchen III
Title: Senior Vice President
[Signature Page)Indemnification Certificate of the Borrower-Clermont]
•
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. refinanced by the issuance of ihr
Bonds in an aggregate principa
- amount not exceeding 516,643.700
NOTICE OF PUBLIC HEARING and
The Capital Trust Agency(the„CTA") (e) a senior laying communih
Affidavit of Publication t rie,^ requested oticH-Bay Miura- known as Superior Residences o
Utes Inc..a Texas nonprofit corpora- Cala Hills,located on approximately
non,and/or one or more related an- acres at 2300 SW 21st Circle,Ocala
d/or affiliated entities (collectively, Marlon County, Florida, includint
the 'Borrower"), to issue Its Senior land, buildings,and equipment.con
DAILY COMMERCIAL tries. Revenue Bonds dentH-Bay Minis-
tries,
inis Ing ugot approximately SOsenior €
tries,Inc.-Superior Residences Proj-
ect).
ro} Ing units(including approximately 2C
act).In one or more series,In an ag- senhanced assisted living units offer-
gregate principal amount not to ex- ing memory care attributes and 40
teed 590,000.000(the"Bonds")- memory core units),{collectively,the
Leesburg, For tLake County Florida 'Ocala t•arid,togetherwiththe
he purposes of Section 147(1)of Brandon n Project, the Clermont Pro}
STATE OF FLORIDA, COUNTY OF LAKE
the internal Revenue Code of 1986, ect, the Lecanto Project. and the
as amended (the "Cede`). notice Is Niceville Project, the 'Senior Living
hereby given that the City Council • Facilities"), to be financed or refl.
(the"City Council')of the City of Cler- nanced by the issuance of the Bonds
Before the undersigned authority personally appeared mons.Florida(the'City").will hold a in an aggregate principal amount not
public meeting and hearing at 6:30 exceedingS13,253.400.
p.m.,or as soon thereafter ss practi-
Linda Rost cable,on Tuesday.May 22,2018,in The plan of finance center'-
y / the Council Chambers,City Hail,685 plates that the CTA will issue,with re•
dD , W.Montrose Street Clermojtt Florida spect to such Project not exceeding
590.000,000 in aggregate principal
34711 The purpose of the hearing Is amount of its revenue bonds In one
to consider authorization of the issu- or more series and loan the proceeds
who on oath says that she is an err horized etnpjoyeg of theance-pt the Bends to provide funds to of such Bonds to the Borrower to pro-
. Cie loaned by the CTA to the Borrower vide funds for the Project. The Senior
Daily Commercial,a daily newspaper published at Leesburg, for the purpose of financing or refi- Using Facilities will be owned by the
nancingin Lake County, that the attached copyof advertise- bursem. including through rein- Borrower. The initial manager of the
Florida;, twrsernent (q the acquisition, con- Senior Living Facilities will be SRI
meet,being a notice in the matter of structlon,renovation,installation and Management, LLC. a Florida limited
equipping of the Senior Living Facill- liability company.
r 4--,A,,,),_ ties(as hereinafter described)to pro-
i/1 , vide assisted Hying(e) and memory care The City will neither issue,nor be obli-
gated in any manner on,the Bonds.
t. ing and maintenance fund to finance
certain capital expenditures and start- The Bonds,when issued,will be spe-
-up costs related to the Senior Living cirri, limited obligations of the CTA
Faciilties, (iii) funding one or snore payable solely out of the revenues.in-
debt service reserve funds for the come and receipts pledged to the
Bonds,and((v)paying certain costs of payment thereof and derived from fi-
issuing the Bonds (collectively, the nancing agreements with the Bor-
'Project"). rower,and the CIA Will not be obi-
gated pre-
waspublished in said newspaper in the issues of: The Senior Living Facilities shall in- If pay the principal of,
mlum,N any,or interest on the Bonds
elude: except from the payments of the Bor-
� j (a) a senior livingcommunity
encesrower. The Bonds will not constitute:
Qy ��(y (i)a debt.liability or obligation of the
//! 0 V j / known as Superior Residences of CTA,the City,the State,or any politl-
Brandon,located on approximately 3 cal subdivision,public agency or mu-
acres at 1819 Providence Ridge nIcipality thereof,(Il)a pledge of the
Boulevard, Brandon. Hillsborough full faith and credit of the CTA. the
County.Florida,including land,build- City,the State,or any political subdi-
Inge and equipment, consisting of vision, public agency or municipality
approximately 46 senior living units thereof,or(ill)a pledge of the taxing
(Including approximately 46 memory power of the City, the State,or any
care units)(collectively,the'Brandon political subdivision,public agency or
Project"), to be financed or roll- municipality thereof within the mean-
nanced by the Issuance of the Bonds ing of any constittstioltai or statutory
Affiant further says that the said Daily Commercial is pub- in an aggregate principal amount not provision. The CIA has no taxing
exceeding$13,253,400; power.
lashed at Leesburg,in said Lake County,Florida,and that the
said newspaper has heretofore been continuous) published (b) a se Superiornior living community At the are and place(teed
Y P known as Residences of for said public hearing all who appear
Clermont.located on approximately 6 will be given an opportunity to ex-
In said Lake County,Florida,daily,and has been entered as acres at 1600 Hunt Trace Boulevard.
second class nail matter at thepost office in Leesburg,in said Clermont, Lake County, Florida, In- prop their views ler theor issuaagainnce
the
proposal to approve issuance of
Lake County,Florida,foraperiod of oneyear next precedingmooing lalid, buildings, and eauip- said Bonds and the plan of finance.
men" consisting of approximately Prior to said public hearing. written
the first publication of the attached copy of advertisement; 114 senior living units(including ap- comments may be delivered to the
proximately 74 assisted living units City Manager's Office,City Hall, 685
and affiant further says that he has neither paid nor promised and 40 memory care units)(coliectiv- W. Montrose Street. Clermont, FL
anyperson,firm or corporation anyrebate commis- ely.the"Clermont Project"),to be fi- 34711. All persons are advised that,
rp discount, nanced or refinanced by the issuance if they decide to appeal any decision
sion or refund for the purpose of securing this advertisement of the Bonds in an aggregate panel- made by the City with respect teary'
pal amount not exceed ng matter considered at this meetfrfb
for publication in the said newspaper. 530,205,800; they will need a record of the pro-
rii\ a senior livingcommunity ceedings,and for such purpose.they
/`'� (c) may need to ensure that a verbattm
Sworn to and subscribed before me this day off ir' known as Superior Residences of record of the proceedings is made,
Lecanto,located on approximately 9 which record Includes the testimony
AD.,'018. acres at 4865 West Gulf to Lake and evidence upon which the appeal
CHERYL A MILL R Highway,Lecanto,Citrus County,Por• is to be based. All interested persons
+. Ida, including land, buildings, and one imbed to present their comments
i e9
I: MY COMMISSION cid GG050205 equipment consisting of approxi- at the time and place set forth above.
mately 60 senior living units (inclu-
ding EXPIRES November 27,2020 ding approximately 30 enhanced as THE CITY ADHERES TO THE AMERI-
sisted living units offering memory CANS wail t14SABtLSTDES ACT ANN)
Cheryl A. Miller 1 care attributes and 30 memory care WILL MME REASONABLE ACCOM-
units)(collectively,the'Leconte pro} MODATiONS FOR ACCESS TO THIS
Notary Public ecu.to be financed or refinanced by MEETING UPON REQUEST. PLEASE
EQ (2L--
the Issuance of the Bonds in an ag-
/� ing$16643,70 amount not exceed-
ing
l`f, ing$16,643,700 ---
(d) a senior living community CALL THE CITY CLERK'S OFFICE AT
(Print,Type or S Name of Notary Public) known as'Superior Residences of (352) 241 7330 TO MAKE A RE
Niceville,located on approximately 6 QUEST. REQUESTS MUST BE RE-
acres at 2300 Partin Drive,Nicevllle, VANED OFAT LEAST4td HOURSININ
Okaioosa County, Florida, including FORCE THE THECITY TOMPROVIDERING HORDER
-
�# /607
t , ` land,buildings, and equipment,con- FOR ER iC THE RE-
`CO // & land,
of approximately 60 senior by QUESTED SERVICE.
leg units(including approximately 30 Ad No:10076606
enhanced assisted living units offer- May 08.2018
tag memosy care attributes and 30
memory care units)(collectively,the
'Nlcoville Project"),to be financed or