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Resolution No. 2022-044R6 CLER06IT CITY OF CLERMONT RESOLUTION NO.2022-044R A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA, APPROVING THE ISSUANCE BY THE ORANGE COUNTY HEALTH FACILITIES AUTHORITY OF ITS HOSPITAL REVENUE BONDS (ORLANDO HEALTH OBLIGATED GROUP) IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $175,000,000, WITH RESPECT TO HEALTHCARE FACILITIES IN CLERMONT, FLORIDA, IN ONE OR MORE SERIES OVER THE LONGEST PERIOD PERMITTED BY LAW, FOR THE BENEFIT OF SOUTH LAKE HOSPITAL, INC., A FLORIDA NOT -FOR -PROFIT CORPORATION; PROVIDING FOR CONFLICTS, SEVERABILITY AND AN EFFECTIVE DATE. WHEREAS, the Orange County Health Facilities Authority (the "Orange County Authority") has been created pursuant to the Health Facilities Authorities Law, Part III of Chapter 154 of the Florida Statutes, as amended; and WHEREAS, South Lake Hospital, Inc., a Florida not -for -profit corporation ("South Lake") has requested the Orange County Authority to issue its Hospital Revenue Bonds (Orlando Health Obligated Group) under a plan of finance in an aggregate principal amount not to exceed $175,000,000, with respect to its healthcare facilities in Clermont, Florida, in one or more series over the longest period permitted by law; and WHEREAS, the proceeds of the bonds issued under such plan (the "Bonds") will be loaned to South Lake, and used to (a) finance, refinance, or reimburse the costs of acquiring, constructing, renovating and equipping a new 5-story bed tower addition to the existing Orlando Health South Lake Hospital, as well as an expansion of the existing women's pavilion located therein, together with related, offices, parking and ancillary facilities of South Lake (the initial owner or principal user of such facilities), located or to be located on the current South Lake Hospital Campus at 1900 Don Wickham Drive in Clermont, Florida (collectively, the "Project"), (b) provide one or more debt service reserve funds for the benefit of all or a portion of the Bonds, if deemed necessary or desirable, (c) pay a portion of the interest to accrue on the Bonds, if deemed necessary or desirable, (d) pay certain working capital expenditures, if deemed necessary or desirable, and (e) pay certain costs of issuance of the Bonds, including the costs of any credit or liquidity enhancement thereof, if deemed necessary or desirable; and WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), requires the approval of the issuance of the Bonds by the City Council of the City of Clermont, Florida (the "City Council"), as the "applicable elected representative" under Section 147(f) of the Code, after a public hearing following reasonable public notice; and WHEREAS, attached hereto as Exhibit A is a form of the Notice of Public Hearing (the "Notice") of a Public Hearing held by the City Council on December 13, 2022 (the "Public Hearing"), together with screenshots from the City of Clermont's public website where a copy of the Notice was posted on December 6, 2022; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Clermont, Florida, as follows: 6 CLER%NT CITY OF CLERMONT RESOLUTION NO.2022-044R SECTION LAPPROVAL OF ISSUANCE OF THE BONDS The issuance by the Orange County Authority of the foregoing Bonds, under the plan of finance describe above, in an aggregate principal amount not to exceed $175,000,000 with respect to the healthcare facilities in Clermont, Florida, described above, in one or more series over the longest period permitted by law for the purposes set forth above, is hereby approved, subject to the limitations set forth in Sections 2 and 3. SECTION 2: CITY'S LIMITED APPROVAL AND OBLIGATIONS (a) The Bonds do not constitute a debt, liability or obligation of the City of Clermont, Florida or of the State of Florida or of any political subdivision thereof, or a pledge of the faith and credit or any taxing power of the City of Clermont, Florida or of the State of Florida or of any political subdivision thereof, but shall be limited obligations of the Orange County Authority payable solely from and secured by a pledge of payments to be made only by South Lake and certain of its affiliates (the "Orlando Health Obligated Group"). The approval given by the City in this Resolution is solely for the purpose of satisfying the requirements of the Code and shall not be construed as an evaluation by the City of the likelihood of the repayment of the debt service on the Bonds. Further, the approval by the City Council of the issuance of the Bonds by the Orange County Authority shall not be construed to obligate the City to incur any liability, pecuniary or otherwise, in connection with either the issuance of the Bonds or the acquisition, construction or operation of the Project. (b) 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, past, present or future, either directly or through the City, in each such person's individual or personal capacity, 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, 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, are waived and released as a condition of, and as a consideration for, the adoption of this Resolution on the part of the City. SECTION 3: PURPOSE AND LIMITATIONS ON THE APPROVAL BY THE CITY The approval given herein shall be solely for the purpose of satisfying the requirements of Section 147(f) of the Code, and shall not be construed as an approval of any zoning application or any regulatory permit required in connection with the issuance of the Bonds or the Project, or creating any vested rights for the Project with respect to any land use regulations, and the City Council shall not be construed by virtue of its adoption of this Resolution to have waived, or be estopped from asserting, any rights or responsibilities it may have in that regard. The approval given herein shall not be construed as an endorsement or approval or recommendation of the creditworthiness of the Orlando Health Obligated Group or a recommendation to prospective purchasers to purchase the Bonds. d9; CITY OF CLERMONT d RESOLUTION NO.2022-044R SECTION 4: FURTHER ACTS The Mayor and, if necessary, the City Clerk shall sign all necessary documents on behalf of the City to comply with South Lake's requirements of the documentation pursuant to which the Bonds will be issued, and shall furnish the Orange County Authority and South Lake with such further assurances as the Orange County Authority and South Lake may reasonably require of the City in connection with the issuance and sale of the Bonds which are in conformity with the limitations of this Resolution in Sections 2 and 3. SECTION 5: RATIFICATION OF ACTS All of the acts and doings of the Mayor of the City and of the members of the City Council, officials, officers, agents and employees of the City which are in conformity with the intent and purposes of this Resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved. Additionally, the City Council hereby ratifies the posting of the Notice in connection with the holding of the Public Hearing. SECTION 6: CONFLICTS All Resolutions or parts of Resolutions in conflict with any of the provisions of this Resolution are hereby repealed. SECTION 7: SEVERABILITY If any portion of this Resolution is declared invalid, the invalidated portion shall be severed from the remainder of the Resolution, and the remainder of the Resolution shall continue in full force and effect as if enacted without the invalidated portion, except in cases where such continued validity of the remainder would clearly and without doubt contradict or frustrate the intent of the Resolution as a whole SECTION 8: 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 approval set forth herein. SECTION 9: EFFECTIVE DATE This Resolution shall become effective immediately upon its passage and adoption. CITY OF CLERMONT C9 dMr RESOLUTION NO.2022-044R DONE AND RESOLVED by the Mayor of the City Council of the City of Clermont, Lake County, Florida, this 13th day of December 2022. CITY OF CLERMONT Tim Murry, yor ATTEST: Tracy Ackroyd Howe, MMC City Clerk Approved as to Form and Legality: Daniel F. Mantzaris, City Attorney Exhibit "A" to Resolution 2022-044R NOTICE OF PUBLIC HEARING NOTICE is HEREBY GIVEN that a public hearing will be held by the City Council (the "Council") of the City of Clermont, Florida (the "City") on Tuesday, December 13, 2022 at 6:30 p.m. in the Clermont City Council Chambers of Clermont City Hall, located at 685 West Montrose Street in Clermont, Florida, regarding a plan by the Orange County Health Facilities Authority (the "Authority") to issue its Hospital Revenue Bonds (Orlando Health Obligated Group) in an aggregate principal amount not to exceed $175,000,000 with respect to the healthcare facilities in Clermont, Florida described in this notice, in one or more series over the longest period permitted by law. The proceeds of the bonds issued under such plan (the "Bonds") will be loaned to South Lake Hospital, Inc., a Florida not -for -profit corporation ("South Lake") and will be qualified 501(c)(3) bonds (as defined in Section 145 of the Internal Revenue Code of 1986, as amended (the "Code")), and will be used to (a) finance, refinance, or reimburse the costs of acquiring, constructing, renovating and equipping a new 5-story bed tower addition to the existing Orlando Health South Lake Hospital, as well as an expansion of the existing women's pavilion located therein, together with related offices, parking and ancillary facilities of South Lake (the initial principal user of such facilities), located or to be located on the current South Lake Hospital Campus at 1900 Don Wickam Drive in Clermont, Florida, (b) provide one or more debt service reserve funds for the benefit of all or a portion of the Bonds, if deemed necessary or desirable, (c) pay a portion of the interest to accrue on the Bonds, if deemed necessary or desirable, (d) pay certain working capital expenditures, if deemed necessary or desirable, and (e) pay certain costs of issuance of the Bonds, including the costs of any credit or liquidity enhancement thereof, if deemed necessary or desirable. The public hearing is required by Section 147(f) of the Code. Interested individuals are invited to express their views, both orally and in writing, on the proposed issuance of the Bonds by the Authority for the benefit of South Lake. Comments at the public hearing are invited. Written comments may be submitted to South Lake or to the City in care of its City Clerk at 685 West Montrose Street, Clermont, Florida 34711 or by email at at cityclerk@clermontfl.org, until the conclusion of the public hearing. At the conclusion of the public hearing, the Council will consider the adoption of a resolution approving the issuance of the Bonds solely for the purposes of Section 147(f) of the Code. A copy of the proposed resolution can be inspected at the office of the City Clerk at the address set forth above. Additional information can be obtained from South Lake or the City in care of its City Clerk at the address listed above. In accordance with the Americans with Disabilities Act of 1990, persons needing special accommodations to participate in this proceeding may contact the Office of the City Clerk at (352) 241-7331 (Voice) no later than two (2) business days prior to the proceeding or by contacting the City Clerk's Office at cityclerk@clermontfl.org. TTY users may call via 711 (Florida Relay Service) no later than two (2) business days prior to the proceeding. Clermont Notice (4).docx 1134956 Pursuant to Section 286.0105, Florida Statutes, the City hereby advises that if any person decides to appeal any decision made by the Council with respect to any matter considered at such hearing, such person will need a record of the proceedings and, for such purpose, may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and the evidence upon which the appeal is to be based. Tracy Ackroyd Howe, MMC City Clerk Dated: December 6, 2022 Clermont; Public Safety Healthcare Video Tour Parks and Recreation NEWS Downtown 3— Community Organizations )PULAR 01 &ENDAR • ' • ' ' l� )NTACT ANNUAL WATER QUALITY REPORT PUBLIC RECORDS / LIEN SUPPORT CIGNA COVERAGE TRANSPARENCY EMPLOYEE WEBMAIL ' CITY COUNCIL AGENDAS ' MUNIS SELF SERVICES ORLANDO HEALTH PUBLIC NOTICE Sovernment, {&-C,(5tk, Orlentle Health Publk Notice ORLANDO HEALTH PUBLIC NOTICE NOTICE OF PUBLIC HEARING Notice is Hereby Given that a public hearing will be held by the City Council (the 'Council') of the City of Clermont, Florida (the *City) on Tuesday, December 13, 2022 at 6:30 p.m. in the Clermont City Council Chambers of Clermont City Hall, located at 685 West Montrose Street in Clermont, Florida, regarding a plan by the Orange County Health Facilities Authority (the "Authority) to issue its Hospital Revenue Bonds (Orlando Health Obligated Group) in an aggregate principal amount not to exceed $175,000,000 with respect to the healthcare facilities In Clermont, Florida described in this notice, in one or more series over the longest period permitted by law. The proceeds of the bonds issued under such plan (the "Bonds) will be loaned to South Lake Hospital, Inc., a Florida not -for -profit corporation ("South Lake") and will be qualified 501(c)(3) bonds (as defined in Section 145 of the Internal Revenue Code of 1986, as amended (the "Code'), and will be used to (a) finance, refinance, or reimburse the costs of acquiring, constructing, renovating and equipping a new 5-story bed tower addition to the existing Orlando Health South Lake Hospital, as well as an expansion of the existing women's pavilion located therein, together with related, offices, parking and ancillary facilities of South Lake (the initial principal user of such facilities), located or to be located on the current South Lake Hospital Campus at 1900 Don Wickam Drive In Clermont, Florida, (b) provide one or more debt service reserve funds for the benefit of all or a portion of the Bonds, if deemed necessary or desirable, (c) pay a portion of the interest to accrue on the Bonds, If deemed necessary or desirable, (d) pay certain working capital expenditures, if deemed necessary or desirable, and (e) pay certain costs of issuance of the Bonds, including the costs of any credit or liquidity enhancement thereof, if deemed necessary or desirable. The public hearing is required by Section 147(f) of the Code. Interested Individuals are Invited to express their views, both orally and In writing, on the proposed issuance of the Bonds by the Authority for the benefit of Orlando Health. Comments at the public hearing are invited. Written comments maybe submitted to Orlando Health or to the City in care of Its City Clerk at 685 West Montrose Street, Clermont, Florida 34711 or by email at at cityclerk@clermontfi.org, until the conclusion of the public hearing. At the conclusion of the public hearing, the Council will consider the adoption of a resolution approving the issuance of the Bonds solely for the purposes of Section 147(f) of the Code. A copy of the proposed resolution can be inspected at the office of the City Clerk at the address set forth above. Additional information can be obtained from Orlando Health or the City in care of its City Clerk at the address listed above. LEMON C T pionsCaceofm 00ga In accordance with the Americans with Disabilities Act of 1990, persons needing special accommodations to participate in this proceeding may contact the Office of the City Clerk at (352) 241-7330 (Voice) no later than two (2) business days prior to the proceeding or by contacting the City Clerk's Office at cityclerk@clermontfl.org. TTY users may call via 711 (Florida Relay Service) no later than two (2) business days prior to the proceeding. Pursuant to Section 286.0105, Florida Statutes, the City hereby advises that if any person decides to appeal any decision made by the Council with respect to any matter considered at such hearing, such person will need a record of the proceedings and, for such purpose, may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and the evidence upon which the appeal is to be based. Tracy Ackroyd Howe, MMC City Clerk Daily Commercial December 6, 2022 CONTACT US QUICK LINKS SITE LINKS City Hall Sanitation Holidays Home 685 West Montrose Street Master Plan Site Map Clermont, FL 34711 Phone: 352-394-4081 Parks Contact Us Utility Billing Accessibility Email Us City Council Copyright Notices Privacy Policy C L E RMONT; EDEVELOPMEN1 GENcV Exhibit "B" to Resolution 2022-044R INDEMNIFICATION CERTIFICATE OF THE ORLANDO HEALTH OBLIGATED GROUP The undersigned, Orlando Health, Inc., a Florida not for profit corporation ("Orlando Health"), on behalf of itself and the other members of the Orlando Health Obligated Group, and South Lake Hospital, Inc., a Florida not for profit corporation ("South Lake"), a wholly -owned subsidiary of Orlando Health and a member of the Orlando Health Obligated Group, hereby certify that they are authorized to execute and deliver this Indemnification Certificate of the Orlando Health Obligated Group and further represent the following (capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in Resolution No. 2022---Q44R adopted by the City Council (the "City Council") of City of Clermont, Florida (the "City") on December 13, 2022 (the "City Resolution")): (1) South Lake has requested the Orange County Health Facilities Authority to issue its Hospital Revenue Bonds (Orlando Health Obligated Group) under a plan of finance in an aggregate principal amount not to exceed $175,000,000, with respect to its healthcare facilities in Clermont, Florida, in one or more series over the longest period permitted by law; (2) The proceeds of the bonds issued under such plan (the "Bonds") will be loaned to South Lake, and used to (a) finance, refinance, or reimburse the costs of acquiring, constructing, renovating and equipping a new 5-story bed tower addition to the existing Orlando Health South Lake Hospital, as well as an expansion of the existing women's pavilion located therein, together with related, offices, parking and ancillary facilities of South Lake (the initial principal user of such facilities), located or to be located on the current South Lake Hospital Campus at 1900 Don Wickam Drive in Clermont, Florida (collectively, the "Project"), (b) provide one or more debt service reserve funds for the benefit of all or a portion of the Bonds, if deemed necessary or desirable, (c) pay a portion of the interest to accrue on the Bonds, if deemed necessary or desirable, (d) pay certain working capital expenditures, if deemed necessary or desirable, and (e) pay certain costs of issuance of the Bonds, including the costs of any credit or liquidity enhancement thereof, if deemed necessary or desirable; (3) 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"); (4) South Lake has requested the City Council to hold such public hearing and approve the issuance of the Bonds for purposes of Section 147(f) of the Code; and (5) The City desires indemnification from Orlando Health, South Lake and the other members of the Orlando Health Obligated Group as a material inducement to the City Council holding such hearing and granting the foregoing approval. NOW THEREFORE, THE UNDERSIGNED, ON BEHALF OF SOUTH LAKE AND THE ORLANDO HEALTH OBLIGATED GROUP, DO 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, construction or operation of the Project by or on behalf of South Lake, including in the case of any negligence of such indemnitee, or in any way arising out of or resulting from the 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; provided, however, that no indemnitee shall be indemnified hereunder for fraud, willful misconduct in violation of law, or to the extent such indemnification is not permitted under applicable law. -2- IN WITNESS WHEREOF, the Borrower has executed this Indemnification Certificate of the Borrower this 13th day December, 2022. ORLANDO HEALTH, INC., a Florida not for profit corporation, on behalf of itself and the other members of the Orlando Health Obligated Group By: Name: Jo iller Title: Vice President of Finance SOUTH LAKE HOSPITAL, INC., a Florida not for profit corporation By: Name: 4nMiller Title: Vice President of Finance [Signature Page I Indemnification Certificate of Orlando Health Obligated Group - Clermont] 1 LIRMOCT -000"C-hoice of Champions° STATE OF FLORIDA COUNTY OF LAKE Tracy Ackroyd Howe, MMC City Clerk 352-241-7331 THowe@clermonifl.org I, the undersigned City Clerk for the City of Clermont, HEREBY CERTIFY that the foregoing document Resolution No 2022-044R and the attached exhibits adopted on December 13, 2022 is a true and exact copy of the official record of the City of Clermont, Lake County, Florida. F- Tracy Ackroyd Howe, MMC City Clerk 685 W. Montrose St. Clermont, FL 34711 . www.ClermontFL.gov City of Clermont MINUTES COUNCIL MEETING December 13, 2022 Resolution No. 2022-044R discussion from December 13, 2022 City Council Meeting. Excerpt from Agenda Item number 21 Resolution No. 2022-044R A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA, APPROVING THE ISSUANCE BY THE ORANGE COUNTY HEALTH FACILITIES AUTHORITY OF ITS HOSPITAL REVENUE BONDS (ORLANDO HEALTH OBLIGATED GROUP) IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED [$175,000,000], WITH RESPECT TO HEALTHCARE FACILITIES IN CLERMONT, FLORIDA, IN ONE OR MORE SERIES OVER THE LONGEST PERIOD PERMITTED BY LAW, FOR THE BENEFIT OF SOUTH LAKE HOSPITAL, INC., A FLORIDA NOT -FOR -PROFIT CORPORATION; PROVIDING FOR CONFLICTS, SEVERABILITY AND AN EFFECTIVE DATE. City Clerk Howe read the title aloud. Cortez Whatley, Manager, Local Government Affairs & Public Policy for Orlando Health presented the request. Mr. Whatley provided an explanation of the Resolution and that it provides for approval by the Clermont City Council for federal income tax purposes of the issuance of a tax exempt bond by the Orange County Health Facilities Authority. Since South Lake Hospital is the facility to receive the proceeds, which is located in Clermont, it is a requirement to obtain approval from the local jurisdiction prior to taking the request to Orange County Authority. Mr. Whatley stated the bonds will be special limited obligations of the Orange County Authority payable solely from the revenues generated by South Lake Hospital, Inc. Clermont will have no obligations or liability with respect to the bonds. South Lake Hospital, Inc. agreed to indemnify the City for any claims related to the funding and Clermont's bond rating and future bonding capacity will not be negatively impacted by this transaction. Mayor Murry opened the public hearing. There were no comments. Mayor Murry closed the public hearing. Council Member Purvis motioned to accept Resolution No. 2022-WR as presented, Seconded by Council Member Gonzalez. Council Member Entsuah inquired about including Lake County in the approval process. Mr. Whatley explained they only need approval from the local jurisdiction which is the City of Clermont since the hospital is within the city limits. Passed unanimously 5-0 with all members present voicing aye.