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HomeMy WebLinkAbout01-158JOANNE HOLHAN, OLERK OF THE OiROUiT File Number: 1954255 OR BOOK 1415 Recorded:O?/13/O1 12:37 RES OLUTION NO. 01-158 A RESOLUTION OF ST. LUCIE COUNTY, AUTHORIZING, INTER ALIA, THE ISSUANCE OF EXCEED $7,000,000 iN AGGREGATE PRINC~AL A OF ST. LUCIE COUNTY, FLORIDA REVENUE (SAGE LIVING CENTER OF FORT PIERCE I, LLC FOREST PARK RETIREMENT COMMUNITY P~ SERIES 2001, PROVIDiNG AN EFFECTIVE DATE WHEREAS, St. Lucie County, Florida (the "Issuer") is the State of Florida; and WHEREAS, the Issuer is authorized and empowered un provisions of Part II of Chapter 159 oft he Florida Statutes, as amended special revenue bonds (the "Bonds") to (i) refinance a construction loan were used to pay (a) the costs of construction, acquisition, furnishing, an, care facility," which includes facilities for the housing of and care of financing charges, including interest during construction and for a completion of construction, and (c) other costs necessary to place the fa (ii) certain costs relating to the issuance of such Bonds; and WHEREAS, in accordance with the applicable provision in furtherance of the public purpose for which it was created, propos Agreement (the "Agreement"), to be dated as of June 1, 2001 (or suc approved by the Issuer), with the Borrower, under the terms of which ti the Bonds to finance, in whole or in part, the cost of acquiring, cons! certain project referred to in the Agreement (the "Project"), and the Bo the Issuer specified payments which will be fully sufficient to pay the 1 premium, if any, and the interest on, the Bonds hereinafter authorized a and to pay certain administrative expenses in connection with said Bonds WHEREAS, it is also proposed that the Issuer should "Paying Agent" and "Bond Registrar" in accordance with the request o under the Indenture; and WHEREAS, it is also proposed that the Issuer should actions, make all such elections, authorize the filing of such certificates, notices, and authorize such other actions and proceedings as shall be with the issuance of the Bonds; and WHEREAS, there have been presented to the Issuer at thi proposed forms and the proposed form of the Bonds as set forth in the Im ,~OU~t - SAINT LUOIE OOUNTY AGE 1276 ~,ORIDA 4'OT TO .MOUNT BONDS - LAKE :OJECT) a political subdivision of ~er and pursuant to the (the "Act"), to issue its the proceeds of which equipping of a "health for aged persons, (b) :easonable period after filities in operation, and ,Df the Act, the Issuer, :s to enter into a Loan h later date as may be te Issuer agrees to issue ructing and installing a rrower agrees to pay to ~rincipal of, redemption the same become due and designate a "Trustee," the Borrower to serve tke all such additional tpplications, reports and ~ecessary in connection meeting the following enture: Exhibit "A" Exhibit "B" - Exhibit "C" Exhibit "D" Exhibit "E" - OR BOOK 1415 PAGE 1277 Form of Loan Agreement, to be dated as Form of Indenture of Trust, to be dated a~ Form of Bond Purchase Agreement to be execution thereof; Form of Tax Regulatory Agreement to be issuance of the Bonds; and Form o f Preliminary Official Statement; a ad WHEREAS, it appears that each of the documents herei~ documents are now before the Issuer, is in appropriate form and is an the purposes intended; NOW, THEREFORE, BE IT RESOLVED, as follows: Section 1. Authority for Bond Resolution. This Bm pursuant to the prOvisions of the Act. Section 2. Findings. It is hereby ascertained, determim (a) the financing of the acquisition, construction and insl a lawful and valid public purpose in that it will further the publi~ served by the Act; (b) the Borrower has represented that the payments to b under the Agreement will be fully sufficient to pay the principal ( if any, and the interest on the Bonds as the same become ~ administrative expenses in connection with the Bonds; and (c) the Bonds will constitute only special limited obligl will be payable solely from the amounts payable by the Borrow, and the amounts specifically pledged therefor under the Indentur{ a debt or a general obligation or a pledge of the faith and credit o St. Lucie County, Florida, and will not directly, indirectly, or co State or said County to levy or to pledge any form of taxation or for the payment thereof. Section 3. Authorization of Financing of Acquisiti. Installation of Project. The financing of the acquisition, construction Project as contemplated in the Agreement and the Indenture is hereby autl Section 4. Authorization of Bonds. For the purpose of pa2 or in part, of acquiring, constructing and installing the Project, the isst 2 )f June 1, 2001; of June 1, 2001; ~lated as of the date of dated the date of ~above referred to, which .ppropriate document for Resolution is adopted and declared that: allation of the Project is purpose intended to be ~ received by the Issuer f, redemption premium, [ue and to pay certain tions of the Issuer and :r under the Agreement : and will not constitute f the State of Florida or atingently obligate said ,ther revenues whatever n, Construction and and installation of the torized. ring the costs, in whole tance of not to exceed OR BOOK 1413 ?~GE 1278 $7,000,000 in aggregate principal mount of special, limited revenue b( as "St. Lucie County, Florida Revenue Bonds (Sage Living Center of F, Forest Park Retirement Community Project) Series 2001," is hereby autl: be dated the date of issuance thereof, mature in the years not exceedinl thereof, bear interest at rates not exceeding 10% per annum, be subjec ~nds of the Issuer known )rt Pierce I, LLC - Lake orized. The Bonds shall 30 years from the date to redemption prior to maturity, be issued in such series, and be payable as set forth in A Iicles II and HI of the Indenture. The final terms of the Bonds, as set forth in the Indenture, shall be subject to the approval of the Chairman of the Board of County Commissioners of th} Issuer, which approval v shall be conclusively evidenced by his execution of the Indenture. The .~onds shall be issued as registered bonds without coupons in various denominations with such ~ ights of exchangeability and transfer of registration and shall be in the form and executed and authenticated in the manner provided in the Indenture. The term "Bonds" as used herein shall include the Bonds as initially issued and delivered and Bonds issued in exchange for Bonds previously issued. Any Bonds hereafter issued in exchange or for transfe: Bonds initially issued and delivered pursuant to the Indenture shall be with the provisions of the Indenture and such execution by the Chairmar Commissioners and Clerk of the Circuit Court, ex officio Clerk ol Commissioners of the Issuer, whether present or future, is hereby authori Section 5. Authorization of Agreement. The execution, d. of the Agreement by and between the Issuer and the Borrower are 1: Agreement shall be in substantially the form attached hereto as Exhil~ minor changes, insertions or omissions as may be approved by the Ch County Commissioners of the Issuer and the execution of the Agreemen! Board of County Commissioners and Clerk of the Circuit Court, ex offic County Commissioners of the Issuer as hereby authorized shall be con such approval. Section 6. Authorization of Indenture. In order t( the principal of, and the redemption premium (if any) and the interes authorized, and in order to secure the performance and observance of conditions in the Bonds, the execution, delivery and performance ot between the Issuer and the Trustee are hereby authorized. The Indenture the form attached hereto as Exhibit "B," subject to such minor changes, as may be approved by the Chairman of the Board of County Commiss the execution of the Indenture by the Chairman of the Board of Corn Clerk of the Circuit Court, ex officio Clerk of the Board of County Corn as hereby authorized shall be conclusive evidence of any such approval. Section 7. Authorization of Bond Purchase Agreement. and performance of the Bond Purchase Agreement providing for the between and among the Issuer, the Borrower and Morgan Keegan Underwriter, a copy of which has been presented to the Issuer at this me, the members of its Board of County Commissioners and which is on file 3 e deemed to mean and exchange therefor or in of registration for the executed in accordance of the Board of County the Board of County :ed. ~livery and performance ereby authorized. The ~it "A," subject to such airman of the Board of by the Chairman of the io Clerk of the Board of :lusive evidence of any , secure the payment of t on, the Bonds herein ail the agreements and the Indenture by and ghall be in substantially insertions or omissions .oners of the Issuer and tty Commissioners and uissioners of the Issuer the exedution, delivery sale of the Bonds, by, & Company, Inc., as ,~ting and considered by and of record with the OR BOOK 1415 PAGE 1279 Clerk of the Circuit Court, ex officio Clerk of the Board of County Comn are hereby authorized. The Bond Purchase Agreement shall be in substan hereto as Exhibit "C," subject to such minor changes, insertions or approved by the Chairman of the Board of County Commissioners execution of the Bond Purchase Agreement by the Chairman of Commissioners of the Issuer as hereby authorized shall be conclusive approval. Section 8. Authorization of Tax Regulatory Agreement. and performance of the Tax Regulatory Agreement between the Issuer a~ of which has been presented to the Issuer at this meeting and considered Board of County Commissioners and which is on file and of record with Court, ex officio Clerk of the Board of County Commissioners of authorized. The Tax Regulatory Agreement shall be in substantially the Exhibit "D," subject to such minor changes, insertions or omissions as Chairman of the Board of County Commissioners of the Issuer and th~ Regulatory Agreement by the Chairman of the Board of County Commk, hereby authorized shall be conclusive evidence of any such approval. Section 9. Approval of Preliminary Official Statement. of the Preliminary Official Statement with respect to the Bonds are Preliminary Official Statement to be in substantially the form attached he use and distribution of the Official Statement to be dated on or about the Bonds, substantially in the form of the Preliminar-y Official Statement fmal terms of the Bonds, are hereby approved. The Issuer has not cont responsibility for, the accuracy, sufficiency, or fairness of any stat{ Statement or any supplement thereto, other than statements and inform~ the Issuer under "THE!SSUER." and "LITIGATION -- The Issuer." Section 10. Designation of Trustee, Paying Agent and B( Bank, an Alabama banking corporation, is hereby designated Truste, Paying Agent and Bond Registrar for the Bonds. Section 11. Execution of Bonds. The Bonds shall be ~ provided in the Indenture and the same shall be delivered to the Trustee t~ and delivery to the purchaser or purchasers thereof with instructions to ti the Indenture. Anything herein or in the Indenture to the contrary no' Chairman of the Board of County Commissioners of the Issuer is hereb the Bonds in the event of the absence or incapacity of the Chairman ( Commissioners of the Issuer, and any Deputy Clerk of the Circuit Court Board of County Commissioners of the Issuer, is hereby authorized to absence or incapacity of the Clerk of the Circuit Court, ex officio Clerk Commissioners of the Issuer. Section 12. Information Reporting Pursuant to Section lz offiCer of the Issuer is hereby authorized to sign and file or cause to be 4 .ssioners of the Issuer, :ially the form attached omissions as may be of the Issuer and the :he Board of County evidence of any such :he execution, delivery d the Borrower, a copy by the members of its :he Clerk of the Circuit :he Issuer, are hereby Form attached hereto as ray be approved by the ,~ execution of the Tax sioners of the Issuer as he use and distribution hereby approved, said :eto as Exhibit "E" The date of issuance of the except containing the irmed, and assumes no ~ments in the Official :ion therein relating to ~d Registrar. Regions under the Indenture, :ecuted in the manner )r proper authentication Lat effect as provided in .withstanding, the Vice 5' authorized to execute ,f the Board of County , ex officio Clerk of the attest the Bonds in the af the Board of County .9(e) of the Code. Any 51ed a completed I.R.S. OR BOOK 1413 PAGE 1280 Form 8038, "Information Remm for Private Activity Bond Issues," as re~ of the Code. Section 13. Non-Arbitrage Certification. Any officer authorized to execute a non-arbitrage certification in order to comply Code, and the applicable Income Tax Regulations thereunder. Section 14. No Personal Liabili~. No stipulation, obligati contained or contained in the Agreement, the Indenture or the Bond Purclc deemed to be a stipulation, obligation or agreement of any officer, directc the Issuer in his individual capacity, and no such officer, director, ager personally liable on the Bonds or be subject to personal liability or acco the issuance thereof. Section 15. General Authority. From and after the execu documents hereinabove authorized, the proper officers, directors, agent~ Issuer are hereby authorized, empowered and directed to do all such execute all such documents as may be necessary to carry out and compl~ said documents as executed and are further authorized to take any and execute and deliver any and all other documents and certificates as may b in connection with the issuance of the Bonds and the execution and deliw Agreement and the Bond Purchase Agreement and to document complian The Chairman of the Board of County Commissioners a Court, ex officio Clerk of the Board of County Commissioners of authorized and directed to prepare and furnish to the purchaser or purcl are issued, certified copies of all the proceedings and records of the Issu, fired by Section 149(e) f the Issuer is hereby dth Section 148 of the on or agreement herein .ase Agreement shall be r, agent or employee of .t or employee shall be ,untability by reason of :ion and delivery of the ;and employees of the acts and things and to ~ with the provisions of all further actions and s necessary or desirable ",ry of the Indenture, the :e with the Code. ad Clerk of the Circuit the Issuer are hereby tasers, when the Bonds ,~r relating to the Bonds, and such other affidavits and certificates as may be required to show ~he facts relating to the legality and marketability of the Bonds as such facts appear from the b )oks and records in the officers' custody and control or as otherwise known to them; and alI such certified copies, certificates and affidavits, including any heretofore furnished, shall con~.titute representations of the IsSuer as to the accuracy of the documents and the Issuer's representatl:ions therein. Section 16. Actions Approved and Confirmed. All acts a~d doings of the officers of the Issuer which are in conformity with the purposes and intents of tk in the furtherance of the issuance of the Bonds and the execution, deliv the Indenture, the Agreement and the Bond Purchase Agreement shall are, in all respects approved and confirmed. Section 17. Severability of Invalid Provisions. If m agreements or provisions herein contained shall be held contrary to any or contrary to the policy of express law, though not expressly prohil policy, or shall for any reason whatsoever be held invalid, then such provisions shall be null and void and shall be deemed separable from the 5 is Bond Resolution and ~ry and performance of e, and the same hereby y one or more of the .,xpress provision of law fited, or- against public ~venants, agreements or remaining agreements OR BO0~ 1413 PG6E 1281 and provisions and shall in no way affect the validity of any of the provisions hereof or of the Bonds authorized hereunder. Section 18. Repealing Clause. All resolutions or parts conflict with the provisions herein contained are, to the extent of superseded and repealed. Section 19. Effective Date. This Bond Resolution shall upon its adoption. ADOPTED this 25th day of June, 2001. (CORPORATE SEAL)., Attest: ST. other agreements and hereof of the Issuer in such conflict, hereby ~ke effect immediately COUNT FLORIDA Commissioners COMMISSIONERS'! APPROVED AS T( FORM AND C07 ~~..//~~S: By:CtoL/~y~ I~~nm~ev OR BOOK 1413 PABE 1282 CI,ERK OF THE CIRCUIT COURT'S CERTIFICA7 The undersigned Clerk of the Circuit Court, ex officio County Commissioners, of St. Lucie County, Florida (the "Issuer"), DOE that the foregoing pages of typewritten matter pertaining to not to aggregate principal amount of St. Lucie County, Florida First Mortgage Living Center of Fort Pierce I, LLC - Lake Forest Park Retirement Com 2001, constitute a tree and correct copy of the Bond Resolution adopted o County Commissioners of the Issuer in a meeting duly called and assemb the public and at which a quorum was present and acting throughout, and Bond Resolution appears of record in the Minute Book of the Is undersigned's custody and control. day of June, 2001. WITNESS my hand aged the official seal of St. Lucie Co' LUCIE COUNTY, F7 Clerk of the Board of Commissioners 5280v 1/28902-00087./R-BOND RESO ?E clerk of the Board of $ HEREBY CERTIFY exceed $7,000,000 in Revenue Bonds (Sage munity Project), Series a June 25, 2001, by the led, which was open to that the original of said ;uer which is in the nty, Florida, this ~3RIDA, ex officio County