HomeMy WebLinkAbout2018-050RESOLUTION NO. 2018- 050
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
INDIAN RIVER COUNTY, FLORIDA APPROVING THE ISSUANCE BY
THE PALM BEACH COUNTY HEALTH FACILITIES AUTHORITY OF ONE
OR MORE SERIES OF ITS RETIREMENT COMMUNITIES REVENUE
BONDS, SERIES 2018 (ACTS RETIREMENT -LIFE COMMUNITIES, INC.
OBLIGATED GROUP) IN AN AMOUNT NOT TO EXCEED $55,000,000 FOR
THE PURPOSE OF FINANCING THE 2018 PROJECT AS DESCRIBED
HEREIN.
WHEREAS, the Palm Beach County Health Facilities Authority (the "Authority") is
considering the issuance of its Retirement Communities Revenue Bonds (ACTS Retirement -Life
Communities, Inc. Obligated Group) in one or more series in an aggregate principal amount not to
exceed $55,000,000 (the "Bonds");
WHEREAS, the Bonds are to be issued by the Authority for the purpose of financing a
project (collectively referred to herein as the "2018 Project") consisting generally of (i) the current
refunding, refinancing and/or restructuring of all or a portion of a revolving line of credit issued by Bank
of America to the Borrower (collectively, the "Bonds to be Refunded"), (ii) financing or refinancing
(including reimbursement) the costs of acquisition, construction, equipping and improvement of
existing and additional facilities at the properties of ACTS Retirement -Life Communities, Inc., a
Pennsylvania nonprofit corporation (the "Corporation"), including facilities located within Indian
River County (the "County") as more particularly described in Exhibit A hereto (collectively, the
"Capital Projects"), and (iii) the financing of some or all of the costs of issuance of the Bonds,
reserve funds (if any), and capitalized interest (if any);
WHEREAS, the Authority proposes to finance projects at one facility located in the
County, which is comprised of Indian River Estates East Campus and Indian River Estates West
Campus, pursuant to a Fifth Amendment to an Interlocal Agreement authorized by Section
163.01(4), Florida Statutes, in substantially the form attached as Exhibit B hereto, amending and
supplementing that certain Interlocal Agreement executed on November 27, 1996 (as heretofore
amended and supplemented), between the Authority and the County;
WHEREAS, on May 11, 2018, the Authority conducted a public hearing jointly on behalf
of the Board of County Commissioners of Indian River County, Florida and the Board of County
Commissioners of Palm Beach County, Florida with respect to the issuance of the Bonds pursuant
to the requirements of Section 147(f)(2)(A)(ii) of the Internal Revenue Code of 1986, as amended
(the "Code"), notice of which was published in accordance with the provisions of the Code not
later than 14 days prior to such hearing in newspapers of general circulation within the County and
Palm Beach County, Florida; and
WHEREAS, the Board of County Commissioners of Indian River County, Florida
desires to evidence its approval of the issuance of said Bonds solely to satisfy the requirements
of the Code.
24410769.1
RESOLUTION NO. 2018- 050
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA THAT:
1. The Board of County Commissioners of Indian River County hereby approves
the issuance of the Bonds solely for purposes of Section 147(f) of the Code.
2. The entry into the Fifth Amendment to an Interlocal Agreement substantially in
the form presented to this meeting and attached hereto as Exhibit B is hereby
approved.
This Resolution shall be effective immediately upon its adoption.
The foregoing Resolution was offered by Commissioner Solari , who moved its
adoption. The motion was seconded by Commissioner Flescher , and upon being put to a
vote, the vote was as follows:
Commissioner Peter D. O'Bryan, Chairman AYE
Commissioner Bob Solari, Vice -Chairman AYE
Commissioner Susan Adams AYE
Commissioner Joseph E. Flescher AYE
Commissioner Tim Zorc AYE
The Chairman thereupon declared the Resolution duly passed and adopted this 15thday
of may , 2018.
- ••'"N7Y COAT'
�.•GpV .. tij�s y
INDIAN RIVER COUNTY, FLORID4V5
'* �'`•
By: /
Peter D. O'Bryan, ChairdAn':�2•. ; '-
Board of County Commissioners c-....`�o?`°P'•�±
Date Approved: May 15, 2018
ATTEST: Jeffrey R. Smith
Clerk of Court and Comptroller
By:�&f J.4Z&
Deputy Clerk
APPROVED AS TO FO
B
Dylan Reingold, Esq.
County Attorney
-2-
24410769.1
EXHIBIT A
CAPITAL PROJECTS DESCRIPTION
The financing or refinancing (including reimbursement), the costs of acquisition, construction,
equipping and improvement of existing and additional facilities at the properties of the Corporation as
more particularly described below.
(1) St. Andrews Estates
Address: North Campus: 6152 North Verde Trail, Boca Raton, FL
33433-2430
South Campus: 6045 Verde Trail South, Boca Raton, FL
33433-4476
Description of Existing Facility: 448 independent living units, central facilities, 70
assisted living units and an 89 bed medical care facility
Projects to be Financed: Miscellaneous capital improvements and renovations
and the acquisition of capital equipment, including, but
not limited to, renovations and upgrades to residential
living units, health care facilities and common areas, the
acquisition of new plant equipment, and other facility
enhancements, including the cafe, life enrichment center
and exterior enhancements such as the renovation or
replacement of carports.
(2) Edgewater Pointe Estates
Address: 23315 Blue Water Circle, Boca Raton, FL 33433-7053
Description of Existing Facility: 327 independent living units, central facilities, 48
assisted living units and a 99 bed medical care facility.
Projects to be Financed: Miscellaneous capital improvements and renovations
and the acquisition of capital equipment, including, but
not limited to, renovations and upgrades to residential
living units, health care facilities and common areas, the
acquisition of new plant equipment, and other facility
enhancements, including specifically central facility and
auditorium renovations and dining/cafd enhancements
and the addition of amenities in existing independent
living building and exterior enhancements.
(3) Indian River Estates
Address: East Campus: 2250 Indian Creek Blvd West, Vero
Beach, FL 32966-1395
3
24410769.1
(4)
24410769.1
West Campus: 7730 Indian Oaks Drive, Vero Beach, FL
32966-5178
Description of Existing Facility: 569 independent living units, central facilities, 70
assisted living units and a 120 bed medical care facility.
Projects to be Financed: Miscellaneous capital improvements and renovations
and the acquisition of capital equipment, including, but
not limited to, renovations and upgrades to residential
living units, health care facilities and common areas, the
acquisition of new plant equipment and other facility
enhancement, including specifically the renovation of
assisted living units and the conversion of a vacated
skilled nursing facility to assisted living units, and
exterior enhancements.
Azela Trace
Address: 10100 Hillview Drive, Pensacola, FL 32514-5759
Description of Existing Facility: 320 independent living units, central facilities, 50
assisted living units and a 82 bed medical care facility.
Projects to be Financed: Miscellaneous capital improvements and renovations
and the acquisition of capital equipment, including, but
not limited to, renovations and upgrades to residential
living units, health care facilities and common areas, the
acquisition of new plant equipment, and other facility
enhancements, including specifically the renovation and
expansion of assisted living, and skilled nursing facility
and exterior enhancements including a welcome house
and loop road.
4
� EXHIBIT "B
FIFTH AMENDMENT
TO THE INTERLOCAL AGREEMENT
BETWEEN THE PALM BEACH COUNTY
HEALTH FACILITIES AUTHORITY AND INDIAN RIVER COUNTY
WHEREAS, the Palm Beach County Health Facilities Authority (the "Authority") is a
public body corporate, organized and existing under and by virtue of Chapter 154, Part III,
Florida Statutes, and is a properly constituted Health Facilities Authority and a "public agency"
and a "local agency" under Chapter 159, Part II, Florida Statutes; and
WHEREAS, Indian River County (the "County") is a political subdivision of the State of
Florida and a "public agency" and a "local agency" under Chapter 159, Part II, Florida Statutes;
and
WHEREAS, the Authority and the County have heretofore entered into an Interlocal
Agreement finally executed on November 27, 1996, as previously amended by (i) a First
Amendment to the Interlocal Agreement executed by the County on November 24, 1998 and by
the Authority on December 14, 1998, (ii) a Second Amendment to the Interlocal Agreement
executed by the County and the Authority as of December 6, 2006, (iii) a Third Amendment to
the Interlocal Agreement executed by the County on October 19, 2010, and by the Authority on
November 3, 2010, and (iv) a Fourth Amendment to the Interlocal Agreement executed by the
County on June 7, 2016, and by the Authority on June 3, 2016 (collectively, the "Interlocal
Agreement"); and
WHEREAS, the Authority is considering the additional financing, through the issuance
of its revenue bonds (the "Bonds") pursuant to Chapter 159, Part II, Florida Statutes, of a project
consisting of the financing or refinancing of costs of improvements and additions to six (6)
health care facility locations, three (3) locations in the jurisdiction of the Authority, two (2)
locations in the jurisdiction of the County and one (1) location in Escambia County, Florida, and
all of which are owned and operated by ACTS Retirement -Life Communities, Inc. ("ACTS"), a
not-for-profit corporation determined to be tax-exempt under Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended, and duly licensed by the Florida Department of Insurance
pursuant to Chapter 651, Florida Statutes; and
WHEREAS, it is deemed desirable by both the Authority and County that the Authority
and the County enter into this Fifth Amendment to the Interlocal Agreement (this "Amendment")
in order to assist ACTS by financing the said project constituting "health care facilities" under
Section 159.27(16) of the Florida Statutes; and
WHEREAS, the Authority and Escambia County will enter into a Interlocal Agreement
for the property located in Escambia County; and
WHEREAS, the Authority and ACTS have determined that the provision of funds by the
Authority to ACTS will assist in the maintenance of the public health of the residents of the
County and shall serve a public purpose by improving the health and living conditions and
providing adequate medical care and health care facilities therein and will promote the most
efficient and economical maintenance of health care facilities in a manner and pursuant to forms
24412273.2
of governmental organization that will accord best with the geographic, economic, and
population characteristics which influence the health care needs of Palm Beach County of the
State of Florida ("Palm Beach County") and the County and the inhabitants thereof; and
WHEREAS, the Authority finds that ACTS will be financially responsible and fully
capable and willing to fulfil its obligations including the obligation to make the debt service
payments in the amounts and at the times required and the obligation to repair and maintain the
health care facilities to be financed by the proceeds of the Bonds at its own expense; and
WHEREAS, title to the health care facilities to be financed by the proceeds of the Bonds
shall be in ACTS, and neither the Authority, the County nor the State of Florida or any political
subdivision thereof shall in any way be obligated to pay the principal, premium, if any, or
interest on the Bonds to be issued to finance the said project as the same shall become due, and
the issuance of such Bonds shall not directly, indirectly, or contingently obligate the Authority,
the County, the State of Florida, or any political subdivision thereof to levy or pledge any form
of taxation whatsoever therefore or to make any appropriation from ad valorem taxation
revenues or other revenues for their payment.
NOW, THEREFORE, THIS FIFTH AMENDMENT TO THE INTERLOCAL
AGREEMENT, BETWEEN THE AUTHORITY AND THE COUNTY, WITNESSETH AS
FOLLOWS:
SECTION ONE. At all times prior to and during the term of this agreement the
Authority and County constitute "public agencies" as that term is defined in Section
163.01(3)(b), Florida Statutes, as amended, and both the Authority and the County have in
common the power and authority to issue revenue bonds in order to provide financing for the
acquisition, operation and maintenance of health care facilities, such power and authority as each
might exercise separately.
SECTION TWO. The Authority and County are entering into this Amendment in order
to more effectively perform their service function related to the provision of adequate health care
facilities and services pursuant to the powers granted under Section 163.01, Florida Statutes, as
amended, and to permit the Authority to operate within the jurisdiction of the County for the
purpose of financing the two health care facilities owned by ACTS within the County.
SECTION THREE. This Amendment shall in no way be interpreted to authorize the
delegation of the constitutional or statutory duties of the Authority, the County, the State of
Florida, or any officers of any political subdivision thereof.
SECTION FOUR. This Amendment and the Bonds shall not be deemed to constitute a
debt, liability or obligation of or pledge of the faith and credit of the County, Palm Beach
County, the Authority, the State of Florida, or any political subdivision thereof. The issuance of
the Bonds shall not directly, indirectly, or contingently obligate the Authority, the County, Palm
Beach County, the State of Florida, or any political subdivision thereof to levy or to pledge any
form of taxation whatsoever therefore, or to make any appropriation for their payment.
24412273.2
SECTION FIVE. Title to the health care facilities financed by the Bonds in accordance
with this Amendment shall be in ACTS, and neither the Authority nor the County shall have any
title or interest therein.
SECTION SIX. This Amendment shall be dated for convenience as of ,
2018, and shall be effective as of its execution and delivery by the parties.
24412273.2
IN WITNESS WHEREOF, this Amendment has been executed by and on behalf of the
County by its Chairman and the seal of said County affixed hereto and attested by the Clerk of
the County, the Authority has caused this Amendment to be executed by its Chairperson, its seal
affixed hereto, as attested by a designated member of said Authority.
APPROVED AS TO FORM:
Dylan Reingold
County Attorney
ATTEST:
24412273.2
INDIAN RIVER COUNTY, FLORIDA
Peter D. O'Bryan Chairman
Board of County Commissioners
Date Approved:
ATTEST: Jeffrey R. Smith,
Clerk of Court and Comptroller
Deputy Clerk
PALM BEACH COUNTY HEALTH
FACILITIES AUTHORITY
By:
Designated Member Chair
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
I, , a Notary Public in and for said County in said State, hereby
certify that on , 2018, Peter D. O'Bryan, whose name as the Chairman of the
Board of County Commissioners of Indian River County, Florida is signed to the foregoing Fifth
Amendment to the Interlocal Agreement and who is known to me, acknowledged before me on
this day that, being informed of the contents of said Fifth Amendment to the Interlocal
Agreement, he/she, in his/her capacity as Chairman of the Board of County Commission of
Indian River County, Florida, executed the same voluntarily.
Notary Public, State of Florida
My Commission Expires:
24412273.2
STATE OF FLORIDA
COUNTY OF PALM BEACH
I, , a Notary Public in and for said County in said State, hereby
certify that on , 2018, , whose name as the
Chairperson of the Palm Beach County Health Facilities Authority is signed to the foregoing
Fifth Amendment to the Interlocal Agreement and who is known to me, acknowledged before
me on this day that, being informed of the contents of said Fifth Amendment to the Interlocal
Agreement, he/she, in his/her capacity as Chairperson of the Palm Beach County Health
Facilities Authority, executed the same voluntarily.
Notary Public, State of Florida
My Commission Expires:
244122732