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HomeMy WebLinkAbout01-258 u~'.,~= HOLMAN, uLERK Ur IHE ozRuU![ l¥~Oouu ua ~UU~ z~o k File Number: -mo ~-.n ~ ~,, ~,~ ~, Rec0rded:lO/26/01 09:4~ No. Ol-a$i BOND RESOLUTION A RESOLUTION OF ST. LUC[E COUNTY, 1~ AUTHORIZING, INTER ALIA, THE ISSUANCE OF EXCEED $8,650,000 IN AGGREGATE PRINCIPAL .~ OF ST. LUCIE COUNTY, FLORIDA REVENUE (SAGE LIVING CENTER OF FORT PIERCE II, LLC FOREST PARK RETIREMENT COMMUNITY P~ SERIES 2001, PROVDING AN EFFECTIVE DATE WHEREAS, St. Lucie County, Florida (the "Issuer") is the State of Florida; and WHEREAS, the Issuer is authorized and empowered u provisions of Part II of Chapter 159 of the Florida Statutes, as amended special revenue bonds (the "Bonds") to (i) finance the costs of c, furnishing, and equipping of a "health care facility," which includes fac and care of or for aged persons, (ii) fund financing charges, in construction and for a reasonable period after completion of construc' costs necessary to place the facilities in operation, and (iv) pay cern issuance of such Bonds; and WHEREAS, in accordance with the applicable provisior proposes to enter into a Loan Agreement (the "Agreement"), to be date (or such later date as may be approved by the Issuer), with the Borro which the Issuer agrees to issue the Bonds to finance, in whole or in pa constructing and installing a certain project referred to in the Agreen "health care facility" as defined in the Act (the "Project"), and the Borrc Issuer specified payments which will be fully sufficient to pay the premium, if any, and the interest on, the Bonds hereinafter authorized and to pay certain administrative expenses in connection with said Bond WHEREAS, it is also proposed that the Issuer should "Paying Agent" and "Bond Registrar" in accordance with the request under the Indenture; and WHEREAS, it is also proposed that the Issuer should actions, make all such elections, authorize the filing of such certificates, .,uu~ - SAINTb.~uz~ COUNTY ~GE 2274 LORIDA NOT TO MOUNT BONDS -LAKE ~OJ~CT) political subdivision of der and pursuant to the (the "Act"), to issue its )nstmction, acquisition, [lities for the housing of :luding interest during :ion, and (iii) pay other lin costs relating to the s of the Act, the Issuer, d as of October I, 2001 wer, under the terms of rt, the cost of acquiring, .ent which constitutes a wer agrees to pay to the ,rincipal of, redemption ts the same become due and designate a "Trustee," f the Borrower to serve take all such additional ~pplications, reports and notices, and authorize such other actions and proceedings as shall be ~ecessary in connection with the issuance of the Bonds; and / / WHEREAS, there have been presented to the Issuer at thi~meeting the following proposed forms of documents and the proposed form of the Bonds as set Iforth in the Indenture: Exhibit "A" - Form of Loan Agreement, to be dated as of October 1, 2001; Exhibit "B" - Form of Indenture of Trust, to be dated as fOctober 1, 2001; Exhibit "C" Form of Bond Purchase Agreement to b~ dated as of the date of execution thereof; Exhibit "D" Form of Tax Regulatory Agreement to be dated the date of issuance of the Bonds; and Exhibit "E" Form o f Preliminary Official Statement; an cl WHEREAS, it appears that each of the documents hereim Lbove referred to, which documents are now before the Issuer, is in appropriate form and is an al~propriate document for the purposes intended; NOW, THEREFORE, BE IT RESOLVED, as follows: Section 1. Authority for Bond Resolution. This Bom Resolution is adopted pursuant to the provisions of the Act. Section 2. Findings. It is hereby ascertained, determined and declared that: (a) the financing of the acquisition, construction and inst ~llation of the Project is a lawful and valid public purpose in that it will further the public purpose intended to be served by the Act; (b) the Borrower has represented that the payments to b, ~ received by the Issuer under the Agreement will be fully sufficient to pay the principal c f, redemption premium, 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 obli will be payable solely f~om 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 c St. Lucie County, Florida, and will not directly, indirectly, or cc 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 Proiect. The financing of the acquisition, construction Project as contemplated in the Agreement and the Indenture is hereby aut 2 [ue and to pay certain ttions of the Issuer and ,~r under the Agreement and will not constitute f the State of Florida or ntingently obligate said )ther revenues whatever ,n, Construction and and installation of the horized. OR BOOK 1448 PAGE 22?6 Section 4. Authorization of Bonds. For the purpose of[ or in part, of acquiring, ~ ~m~ ~ing the Project, the i,~' $8,650,000 in aggregate principal amount 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 aul be dated the date of issuance thereof, mature in the years not exceedi~ thereof, bear interest at rates not exceeding 10% per annum, be subje maturity, be issued in such series, and be payable as set forth in .t Indenture. The final terms of the Bonds, as set forth in the Indentun approval of the Chairman of the Board of County Commissioners of ti shall be conclusively evidenced by his execution of the Indenture. The registered bonds without coupons in various denominations with such and transfer of registration and shall be in the form and executed and au provided in the Indenture. The term "Bonds" as used herein shall be dee the Bonds as initially issued and delivered and Bonds issued in exchan~ for Bonds previously issued. Any Bonds hereafter issued in exchange or for transfi ~aying the costs, in -whole ~.suance of not to exceed )nds of the Issuer known )rt Pierce II, LLC - Lake horized. The Bonds shall g 30 years from the date :t to redemption prior to a-ticles II and Ill of the ~, shall be subject to the .e Issuer, which approval Bonds shall be issued as rights of exchangeability Ihenticated in the manner med to mean and include e therefor or in exchange ~r of registration for the Bonds initially issued and delivered pursuant to the Indenture shall b~ executed in accordance with the provisions of the Indenture and such execution by the Chairmah of the Board of County Commissioners and Clerk of the Circuit Court, ex officio Clerk ~f the Board of County Commissioners of the Issuer, whether present or future, is hereby autholized. Section 5. Authorization of Agreement. The execution, delivery and performance of the Agreement by and between the Issuer and the Borrower are hereby authorized. The Agreement shall be in substantially the form attached hereto as Exhi minor changes, insertions or omissions as may be approved by the C County Commissioners of the Issuer and the execution of the Agreemer Board of County Commissioners and Clerk of the Circuit Court, ex offi, County Commissioners of the Issuer as hereby authorized shall be co~ such approval. Section 6. Authorization of Indenture. In order to se~ principal of, and the redemption premium (if any) and the interes authorized, and in order to secure the performance and observance o: conditions in the Bonds, the execution, delivery and performance c between the Issuer and the Trustee are hereby authorized. The Indentttr~ the form attached hereto as Exhibit "B," subject to such minor changes as may be approved by the Chairman of the Board of County Commis the execution of the Indenture by the Chairman of the Board of Cot Clerk of the Circuit Court, ex officio Clerk of the Board of County Corr 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 Keegar 3 bit "A," subject to such .aairman of the Board of t by the Chairman of the :io Clerk of the Board of mlusive evidence of any :ure the payment of the on, the Bonds herein all the agreements and the Indenture by and shall be in substantially insertions or omissions '.ioners of the Issuer and nty Commissioners and missioners of the Issuer, The execution, delivery sale of the Bonds, by, & Company, Inc., as OR BOOK 1448 PAGE ~277 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 fiR Clerk of the Circuit Court, ex officio Clerk of the Board of County Corm are hereby authorized. The Bond Purchase Agreement shall be in substat 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 conclusiv, 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 considere Board of County Commissioners and which is on file and of record with Court, ex officio Clerk of the Board of County Commissioners of sting and considered by ~ and of record with the nissioners of the Issuer, Ltially the form attached omissions as may be of the Issuer and the the Board of County evidence of any such l'he execution, delivery ~d the Borrower, a copy by the members of its he Clerk of the Circuit the Issuer, are hereby authorized. The Tax Regulatory Agreement shall be in substantially the form attached hereto as Exhibit "D," subject to such minor changes, insertions or omissions as.~nay be approved by the Chinaman of the Board of County Commissioners of the Issuer and the execution of the Tax Regulatory Agreement by the Chairman of the Board of County Commissioners of the Issuer as hereby authorized shall be conclusive evidence of any such approval. / / Section 9. Approval of Preliminary Official Statement. rhe use and distribution of the Preliminary Official Statement with respect to the Bonds are hereby approved, said Preliminary Official Statement to be in substantially the form attached h, use and distribution of the Official Statement to be dated on or about th Bonds, substantially in the form of the Preliminary Official Statemen final terms of the Bonds, are hereby approved. The Issuer has not con responsibility for, the accuracy, sufficiency, or fairness of any sta~ Statement or any supplement thereto, other than statements and inforrr the Issuer under "THE ISSUER." and "LITIGATION - The Issuer." Section 10. Designation of Trustee, Paying Agent and B Bank, an Alabama banking corporation, is hereby designated Trustl 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 and delivery to the purchaser or purchasers thereof with instructions to the Indenture. Anything herein or in the Indenture to the contrary n Chairman of the Board of County Commissioners of the Issuer is herel the Bonds in the event of the absence or incapacity of the Chairman Commissioners of the Issuer, and any Deputy Clerk of the Circuit Corn Board of County Commissioners of the Issuer, is hereby authorized t( absence or incapacity of the Clerk of the Circuit Court, ex officio Clerk Commissioners of the Issuer. 4 ,~reto as Exhibit "E" The ~ date of issuance of the I, except containing the firmed, and assumes no :ements. in the Official ation therein relating to ond Registrar. Regions ~e under the Indenture, executed in the manner For proper authentication hat effect as provided in :withstanding, the Vice y authorized to execute of the Board of County t, ex officio Clerk of the ~ attest the Bonds in the of the Board of County Section 12. Information Reporting Pursuant to Section officer of the Issuer is hereby authorized to sign and file or cause to be Form 8038, "Information Return for Private Activity Bond Issues," as ret 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 Liability. No stipulation, obliga contained or contained in the Agreement, the Indenture or the Bond Purcl deemed to be a stipulation, obligation or agreement of any officer, direct, the Issuer in his in~vidual capacity, and no such officer, director, age: personally liable on the Bonds or be subject to personal liability or acc the issuance thereof. Section 15. General Authority. From and after the execr documents hereinabove authorized, the proper officers, directors, agenl 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 ant execute and deliver any and all other documents and certificates as may t in connection with the issuance of the Bonds and the execution and deli~ Agreement and the Bond Purchase Agreement and to document complim The Chairman of the Board of County Commissioners ~ Court, ex officio Clerk of the Board of County Commissioners of authorized and directed to prepare and furnish to the purchaser or purc are issued, certified copies of all the proceedings and records of the Issu and such other affidavits and certificates as may be required to show legality and marketability of the Bonds as such facts appear from the officers' custody and control or as otherwise known to them; and certificates and affidavits, including any heretofore furnished, shall con: the Issuer as to the accuracy of the documents and the Issuer's represent~ 9(e) of the Code. Any filed a completed I.R.S. ~red by Section 149(e) the Issuer is hereby vith Section 148 of the ion or agreement herein ~ase Agreement shall be >r, agent or employee of at or employee shall be ~nntability by reason of Iion and delivery of the s and employees of the acts and things and to y with the provisions of all further actions and e necessary or desirable ery of the Indenture, the tce with the Code. tnd Clerk of the Circuit :he Issuer are hereby hasers, when the Bonds er relating to the Bonds, the facts relating to the ,ooks and records in the .1 such certified copies, ;titute representations of ions therein. Section 16. Actions Approved and Confirmed. All acts of the Issuer which are in conformity with the purposes and intents of tl in the furtherance of the issuance of the Bonds and the execution, deli~ the Indenture, the Agreement and the Bond Purchase Agreement shall are, in all respects approved and confirmed. Section 17. Severability of Invalid Provisions. If a~ agreements or provisions herein contained shall be held contrary to any or contrary to the policy of express law, though not expressly prohi policy, or shall for any reason whatsoever be held invalid, then such provisions shall be null and void and shall be deemed separable from a .d doings of the officers tis Bond Resolution and rery and performance of ~e, and the same hereby Ly one or more of the express provision of law bited, or against public covenants, agreements or tl te remaining agreements OR BOOK i448 P~GE ~, and provisions and shall in no way affect the validity of any of thc provisions hereof or of the Bonds authorized hereunder. Section 18. conflict with the superseded upon Repealing Clause. All resolutions or parts herein contained are, to the extent ol Effective Date. This Bond Resolution shall t :his;i~3rd day of October, 2001. ST. LUC~-O~ COMMISSIONER THE COURT, ex officio Clerk of the Board of County Commissioners other agreements and fhereof of the Issuer in such conflict, hereby take effect immediately 'Y, F~'"~ ~COI~TY APPROVED AS T¢ ~ FORM AND CORRECTNEss: 6 BO0,~ iz~48 PAGE OR " CLERK OF THE CIRCUIT COURT'S CERTIFIC The undersigned Clerk of the Circuit Court, ex officit County Commissioners, of St. Lucie County, Florida (the "Issuer"), DC that the foregoing pages of typewritten matter pertaining to not t{ aggregate principal amount of St. Lucie County, Florida Revenue Bond Fort Pierce II, LLC - Lake Forest Park Retirement Community Project), true and correct copy of the Bond Resolution adopted on October 2 Commissioners of the Issuer in a meeting duly called and assembled. ?pu~tic and at which a quorum was present and acting throughout, and ~.~ Bond Rego~u~fion. appears of record in the Mmu e Book of the undersigned s crm~ody and control. ~TNESS my hand and the official seal of St. Lucie C, of October~2001. _~ ~TE ~ clerk of the Board of ES HEREBy CER~TIFY ~ exceed $8,650,000 in s (Sage Living Center of Series 2001, constitute a 3, 2001, by the County which was open to the that the original of said Issuer which is in the >unty, Florida, this __ g coURt, LUCIE COUNTY, 7LORIDA, ex officio Clerk of the Board. ,f County Commissioners