Loading...
R-83-448 ~ .; 6, No. 448 A RESOLUTION PROVIDING FOR FINANCING OF THE ACQUI- SITION, CONSTRUCTION AND EQUIPPING OF ADDITIONS CONSTITUTING 60 NEW NURSING BEDS, 29 ADULT CONGREGATE LMNG FACILITY UNITS, AND COMPLETION OF KITCHEN, DINING AND COMMON AREAS TO AN EXISTING NURSING HOME AND ADULT CONGREGATE LMNG FACILITY IN LAKE COUNTY, FLORIDA; PROVIDING FOR THE ISSUANCE BY THE CITY OF CLERMONT, FLORIDA OF NOT EXCEEDING $2,900,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1983 (LAKE HIGHLANDS RETIREMENT AND NURSING CENTER, INC. PROJECT) TO PAY THE COST OF SUCH PROJECT; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS; PROVIDING FOR THE PAYMENT THEREOF; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS; AUTHORIZING EXECUTION AND DELIVERY OF A TRUST INDENTURE AND LOAN AGREE- MENT FOR THE BONDS; FIXING THE DATE, MATURITIES AND INTEREST RATES FOR THE BONDS; AWARDING THE BONDS; DESIGNATING THE TRUSTEE AND PAYING AGENT FOR THE BONDS; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY OF CLERMONT, FLORIDA: SECTION 1. AUTHORITY FOR TIllS RESOLUTION. This resolution, herein- after called "instrument", is adopted pursuant to ~he provisions of Part II of Chapter 159, Florida Statutes, as amended, and other applicablè provisions of law (the "Act"). SECTION 2. DEFINITIONS. Unless the context otherwise requires, the terms used in this resolution shall have the meanings specified in the Trust Indenture by and between the City of Clermont, Florida (the "Issuer") and Barnett Banks Trust Company, N.A., Jacksonville, Florida (the "Trustee"), dated as of September 1, 1983 (the "Indenture"), and Loan Agreement, Mortgage, and Security Agreement by and between the Issuer and Lake Highlands Retirement and Nursing Center, Inc. (the "Borrower"), dated as of September 1, 1983 (the "Loan Agreement"), attached hereto as Exhibits A and B, respectively. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared as follows: A. The Issuer is authorized by the Act to make and execute financing agreements, contracts, deeds and other instruments necessary or convenient for the purpose of facilitating the financing of the acquisition, construction and equipping of projects as defined in the Act, including machinery, equipment, land, rights in land and other appurtenances and facilities related thereto, to the end that the Issuer may be able to promote the economic growth of the State of Florida, increase opportunities for gainful ø.mr'J()ym~nt and otherwise contribute to the welfare of the State of Florida and its inhabitants, and to finance the cost of such projects by the issuance of revenue bonds. LKL-8/10/83-603 -1- e . B. The Project is appropriate to the needs and circumstances of Issuer's community and the location of the Project therein will make a significant contribution to the economic growth of the area of operation of the Issuer, and shall serve a public purpose by advancing the general welfare of the State of Florida and its people. C. Giving due regard to the ratio of the Borrower's current assets to its current liabilities, net worth, earnings, trends, coverage of all fixed charges, the nature of its business and the industry in which it is involved, its inherent stability, and all other factors determinative of the Borrower's capabilities, financial and otherwise, of fulfilling its obligations consistently with the purposes of the Act, the Borrower is financially responsible and fully capable and willing to fulfill its obligations under the Loan Agreement, including the obligation to make payments thereunder in the amounts and at the times required pursuant to the terms of the Loan Agreement and the obligation to repair and maintain the Project at its own expense, and the Borrower is desirous of serving the purposes of the Act and is willing and capable of fully performing all other obligations and responsibilities imposed upon it pursuant to the provisions· of the Loan Agreement. D. The appropriate local agencies in Lake County are able to cope satisfac- torily with the impact of the Project, and all the necessary public facilities, utilities and services that will be necessary for the construction, operation, repair and maintenance of the Project and on account of any increase in population or other circumstances resulting by reason of the location of the Project within the area of operation of the Issuer are available now or can be provided when needed. E. Adequate provision is made under the provisions of the Loan Agreement for the repair and maintenance of the Project at the expense of the Borrower, and for the payment of the principal of and premium, if any, and interest on the Bonds. F. The principal of and premium, if any, and interest on the Bonds and all payments required under the Loan Agreement and the Indenture shall be payable by the Issuer solely from the proceeds derived by the Issuer under the Loan Agreement including the Loan Payments required to be made by the Borrower in connection with its use and operation of the Project, and the Issuer shall never be required to: (i) levy ad valorem taxes on any property within its territorial limits to pay the principal of and premium, if any, and interest on the Bonds or to make any other payments provided for under the Loan Agreement and the Indenture; (ii) pay the same from any funds of the Issuer other than those derived by the Issuer under the Loan Agreement; or (iii) require or enforce any payment or performance by the Borrower as provided by the Indenture or the Agreement unless the Issuer's expenses in respect thereof shall be paid from moneys derived under the Loan Agreement or shall be advanced to the Issuer for such purpose, and the Issuer shall receive indemnity to its satisfaction. Such Bonds shall not constitute a lien upon any property owned by or situated within the territorial limits of the Issuer except those properties encumbered by the Loan Agreement and the Indenture. ~ G. The payments to be made by the Borrower to the Trustee under the Loan Agreement will be sufficient to pay all principal of and interest, and premium, if any, on Bonds, as the same shall become due, and to make all other payments required by the L0f1P. Agreem.ent and the Indenture. LKL-8/10/83-603 -2- " " e e H. The costs to be paid from the proceeds of the Bonds will be costs of the Project, within the meaning of the Act. I. The interest on the Bonds will be exempt from federal income taxation under existing laws of the United States. The receipt of the advice of Livermore Klein & Lott, P.A., Bond Counsel, in this regard is acknowledged, and their letter dated August 12, 1983, has been accepted and entered into Issuer's minutes. SECTION 4. FINANCING OF THE PROJECT AUTHORIZED. The financing of the cost of the Project in the manner provided in the Loan Agreement is hereby authorized. SECTION 5. AUTHORIZATION OF BONDS. Obligations of the Issuer to be known as "Industrial Development Revenue Bonds, Series 1983 (Lake Highlands Retirement and Nursing Center, Inc. Project)", are hereby authorized to be issued in an aggregate principal amount of Two Million Nine Hundred Thousand Dollars ($2,900,000), in the form and manner described in the Indenture. The Bonds will be dated such date and mature in such years and amounts, will contain such redemption provisions, and will bear interest at such rates (not exceeding the maximum interest rate permitted by the Act), as provided in the Indenture. SECTION 6. AUTHORIZATION OF EXECUTION AND DELIVERY OF INDEN- TURE. As security for the payment of the principal of and premium, if any, and interest on the Bonds, pro rata and without preference of anyone of the Bonds over any other thereof, the Indenture, in substantially the form attached hereto as Exhibit A, with such changes, alterations and corrections as may be approved by the Mayor or Vice-Mayor of the Issuer, such approval to be presumed by his execution thereof, is hereby approved by the Issuer, and the Issuer hereby authorizes and directs said Mayor or Vice-Mayor to execute, and the City Clerk or the Deputy Clerk of the Issuer to attest under the seal of the Issuer, the Indenture and to deliver to the Trustee the Indenture, all of the provisions of which, when executed and delivered by the Issuer as authorized herein and by the Trustee duly authorized, shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim herein. The Issuer does hereby provide in the Indenture the terms, conditions, covenants, rights, obligations, duties and agreements to and for the benefit of the holders of the Bonds, the Issuer, the Borrower and the Trustee. SECTION 7. AUTHORIZATION OF EXECUTION AND DELIVERY OF LOAN AGREEMENT. The Loan Agreement, in substantially the form attached hereto as Exhibit B, with such changes, alterations and corrections as may be approved by the Mayor or Vice-Mayor of the Issuer, such approval to be presumed by his execution thereof, is hereby approved by the Issuer, and the Issuer hereby authorizes and directs said Mayor or Vice- Mayor to execute, and the City Clerk or Depty Clerk of the Issuer to attest under the seal of the Issuer, the Loan Agreement and to deliver to the Borrower the Loan Agreement, all of the provisions of which, when executed and delivered by the Issuer as authorized herein and by the Borrower duly authorized, shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim herein. LKL-8/10/83-603 -3- e . SECTION 8. NO PERSONAL LIABll.ITY. No covenant, stipulation, obligation or agreement herein contained or contained in the Loan Agreement, the Indenture or the Guaranty (hereinafter referred to) shall be deemed to be a covenant, stipulation, obligation or -agreement of any member, agent or employee of the Issuer or its governing body in his individual capacity, and neither the members of the Issuer nor any official executing the Bonds shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof. SECTION 9. NO THIRD PARTY BENEFICIARIES. Except as herein or in the Loan Agreement or in the Indenture otherwise expressly provided, nothing in this instrument or in the Loan Agreement or in the Indenture, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation other than the Issuer, the Borrower, the holders of the Bonds and the Trustee any right, remedy or claim, legal or equitable, under and by reason of this instrument or any provision thereof or of the Loan Agreement or of the Indenture, this instrument, the Loan Agreement and the Indenture intended to be and being for the sole and exclusive benefit of the Issuer, the Borrower, the holders from time to time of the Bonds and the Trustee. SECTION 10. PREREQUISITES PERFORMED. All acts, conditions and things relating to the passage of this instrument, to the issuance of the Bonds, and to the execution of the Loan Agreement and the Indenture, required by the Constitution or laws of the State of Florida to happen, exist, and be performed precedent to and in the passage hereof, and precedent to the issuance of the Bonds, and precedent to the execution and delivery of the Loan Agreement and the Indenture, have happened, exist and have been performed as so required. SECTION 11. GENERAL AUTHORITY. The members of the Issuer and its officers, attorneys, engineers or other agents or employees are hereby authorized to do all acts and things required of them by this instrument, the Loan Agreement or the Indenture, or desirable or consistent with the requirements hereof or such Loan Agreement or Indenture, for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the Loan Agreement, the Indenture, and this instrument. SECTION 12. ARBITRAGE. The Issuer covenants that it will not direct the Trustee to make any investments or acquiesce in the making of any investments by the Trustee pursuant to or under the Loan Agreement or the Indenture which could cause the Bonds to be "arbitrage bonds" within the meaning of Section 103(c)(2) of the Internal Revenue Code of 1854, as amended, and the applicable regulations issued thereunder. SECTION 13. THIS INSTRUMENT CONSTITUTES A CONTRACT. The Issuer covenants and agrees that this instrument shall constitute a contract between the Issuer and the holders from time to time of any of the Bonds then outstanding and that all covenants and agreements set forth herein and in the Loan Agreement and the Indenture to be performed by the Issuer shall be for the equal and ratable benefit and security of all holders of the Bonds without privilege, priority or distinction as to lien or otherwise of any of the Bonds over any other of the Bonds. SECTION 14. AWARD OF BONDS. The Issuer hereby finds, determines and declares that the small size of the issue, the individualized nature of the financing plan LKL-8/10/83-603 -4- e e for the Bonds, and current rapidly changing bond market conditions require that the bond issue be negotiated at private sale rather than offered by competitive bid at public sale in order to assure the necessary flexibility to obtain the most favorable terms in the bond market. The negotiated sale of $2,900,000 principal amount of Bonds to Barnett Bank of Central Florida, N .A., Orlando, Florida (the "Purchaser"), is hereby authorized pursuant to Section 218.385, Florida Statutes. The Bonds shall be dated, mature, bear interest and be redeemable as provided in the Indenture attached hereto as Exhibit A, and made a part hereof. The acceptance of Purchaser's offer to buy the Bonds at the price of par plus accrued interest, less the commitment fee set forth in the Disclosure Statement filed with the Issuer this date by the Purchaser, is hereby authorized, and the Issuer hereby authorizes and directs said Mayor or Vice-Mayor and the City Clerk or Deputy Clerk of the Issuer to take all other action necessary to consummate such sale. SECTION 15. TRUSTEE AND PAYING AGENT. Barnett Banks Trust Company, N .A., Jacksonville, Florida, is hereby designated Trustee and paying agent for the Bonds under and pursuant to the Indenture. SECTION 16. APPROVAL OF FORM OF GUARANTY AND INDEMNIFICATION AGREEMENT. The Guaranty and Indemnification Agreement by Herbert L. and Rowena Rogers (the "Guarantors"), to the Trustee, dated as of September 1, 1983 (the "Guaranty"), in substantially the form attached hereto as Exhibit C, and made a part hereof, is hereby approved, with such changes and amendments as may be approved by the Trustee. SECTION 17. EXECUTION OF BONDS AND A UTHORIZA TION OF ALL OTHER NECESSARY ACTION. The proper officers of the Issuer are hereby authorized and directed to execute the Bonds when prepared and to deliver the same to Barnett Banks Trust Company, N .A., as Trustee for authentication and delivery to the Purchaser upon payment of the purchase price pursuant to the conditions stated in the Trust Indenture. The Mayor or Vice-Mayor, City Clerk, Deputy Clerk and Attorney to the Issuer, and Livermore Klein & Lott, P .A., are designated agents of the Issuer in connection with the issuance and delivery of the Bonds, and are authorized and empowered, collectively or individually, to take all action and steps to execute and deliver any and all instruments, documents or contracts on behalf of the Issuer which are necessary or desirable in connection with the execution and delivery of the Bonds and which are not inconsistent with the terms and provisions of this resolution and other actions relating to the Bonds heretofore taken by the Issuer. SECTION 18. SEVERABILITY OF INVALID PROVISIONS. If anyone 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 Bonds issued hereunder. LKL-8/10/83-603 -5- ·' . . e e SECTION 18. REPEALING CLAUSE. All resolutions or parts thereof of the Issuer in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. SECTION 19. EFFECTIVE DATE. This instrument shall take effect immediately upon its adoption. (SEAL) CITY OF CLERMONT, FLORIDA ATTEST: By: ~ 13. Ii ß.J{ Mayor By: µ(,t:1 ~ 'tjty Clerk ADOPTED: 9- 2.1- 8.~ LKL-8/10/83-603 -6- f. . e STATE OF FLORIDA COUNTY OF LAKE I, Wayne Saunders , City Clerk of the City of Clermont, Florida, do )ereby certify that the above and foregoing is a true and correct copy of a resolution as the same was duly adopted and passed at a HegulaI' Meeting of the Council on the 27th . . - duyof September, 1983, and /:is tile same appeal's on record in my office. IN WITNESS WHEHEOF, I hereunto set my hand this lOt h day of October , 198:L By ,¿;1~4~ C(tlý Clerk Wayne Saunders CITY OF CLERMONT, FLORIDA SEAL: LKL-8/10/83-603 -7-