Loading...
HomeMy WebLinkAbout1987-125RESOLUTION 87 - LZ5, A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY BY INDIAN RIVER COUNTY, FLORIDA OF A LETTER OF INTENT AND INDUCEMENT AGREEMENT TO FLORIDA CONVALESCENT CENTERS, INC. WITH RESPECT TO THE COUNTY'S ISSUANCE OF NOT TO EXCEED $4,800,000 IN AGGREGATE PRINCIPAL. AMOUNT OF ITS INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS TO REFUND ITS INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1986 (FLORIDA CONVALESCENT CENTERS, INC. PROJECT) IN THE AGGREGATE PRINCIPAL AMOUNT OF $4,800,000. WHEREAS, Indian River County, Florida (the "County") has previously issued its Industrial Development Revenue Bonds, Series 1986 (Florida Convalescent Centers, Inc. Project) in the aggregate principal amount of $4,800,000 (the "Refunded Bonds") to finance the cost of the acquisition, construction and equipping of a skilled and intermediate care nursing home facility in the County (the "Project") for the benefit of Florida Convalescent Centers, inc. (the "Company"); and WHEREAS, the Company desires that the County issue industrial development revenue refunding bonds (the "Refunding Bonds") to refund the Refunded Bonds; and WHEREAS, the County has determined that its issuance of the Refunding Bonds to assist the Company will serve a public purpose by contributing to the prosperity of the State and its people; and WHEREAS, the Company has requested the County to indicate to the Company its intentions in this respect in order to induce the Company to proceed with such refunding and incur expenses in connection therewith. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, as follows: 1. Both the Chairman and Vice Chairman of the Boaid of County Commissioners are hereby authorized to execute, and the Clerk of the Board of the County is hereby authorized to attest, the County's letter addressed to the Company in substantially the form attached to this Resolution as Exhibit "A" and incorporated herein, with respect to the issuance of not exceeding $4,800,000 in aggregate principal amount of its Refunding Bonds on behalf of the Company, with such changes therein as shall be approved by such officers, such approval to be conclusively evidenced by their execution thereof. 2. Such officers and all other officers and employees of the County are hereby authorized to execute such further agreements and take such further action as shall be necessary to carry out the intent and purposes expressed in the aforementioned letter, upon its becoming an agreement on its execution by the County and the Company, and are further authorized to take such other steps and actions as may be required and necessary in order to issue the Refunding Bonds. 3. This Resolution is an affirmative action of the County toward the issuance of its Refunding Bonds in accordance with the applicable laws and Constitution of the State of Florida, including without limitation Chapter 159, Florida Statutes, and the applicable federal income tax laws and the regulations promulgated thereunder. 4. Approved and adopted by the Board of County Commissioners of Indian River County, this 13th day of October, 1987. ATTEST: BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA By: Freda Wright, E Offi o C r Don C. Scurlock, Jr., C man (SEAL) • . a— Approved as t Form and Legal Sufficiency Charles P. Vitunac County Attorney 2 Appro\,or! for Rdinini l ,aivc r•lmtters: Ry - ChnrL,s P. Enlczj.in County Adniiriistrator s EXHIBIT "A" Re: Proposed $4,800,000 Indian River County, Florida Industrial Development Revenue Refunding Bonds, Series 1987 (Florida Convalescent Centers Inc Project) October 11, 1987 David Evans Vice President Florida Convalescent Centers, Inc. Honeywell Center Suite 1111 1111 Mockingbird Lane Dallas, Texas 75247 Dear Mr. Evans: Florida Convalescent Centers, Inc., (the "Company") has requested Indian River County, Florida (the "County") to consider refunding its $4,800,000 Industrial Development Revenue Bonds, Series 1986 (Florida Convalescent Centers, Inc. Project) (the "Bonds"). The Bonds were issued to finance the acquisition and construction of a skilled and intermediate care nursing home facility in the County (the "Project"). The County heretofore determined that its issuance of the Bonds to assist the Company in acquiring and constructing the Project would result in a substantial increase in employment in the County and that the issuance of the Bonds would serve a public purpose by increasing the purchasing power and improving the living conditions of the citizens and inhabitants of the County and would contribute to the prosperity and welfare of the State and its inhabitants. Accordingly, in order to assist the Company in refunding the Bonds, the County hereby makes the following proposal: 1. The County will issue its industrial development revenue refunding bonds (the "Refunding Bonds") in an aggregate principal amount not to exceed $4,800,000. 2. The County and the Company will enter into a Loan Agreement. The loan payments shall be pledged and applied pursuant to the Loan Agreement, and shall be sufficient to make the payment of the principal of, interest on and 1 40 redemption premium, if any, applicable to the Refunding Bonds and such other fees and costs as provided in the Loan Agreement. 3. The County will cooperate in the prompt preparation of the Indenture of Trust with regard to the Refunding Bonds , the Loan Agreement and the necessary resolutions, documents and instruments for the authorization, sale and issuance of the Refunding Bonds and, if requested, will promptly proceed with validation of the Refunding Bonds in the Circuit Court for Indian River County, pursuant to the provisions of Chapter 75, Florida Statutes. 4. Upon delivery of the Refunding Bonds, the provisions of this proposal and the agreement resulting from its acceptance by the Company shall have no further effect, and in the event of any inconsistency between the terms of this proposal and the terms of the Loan Agreement, in the form in which it shall be finally approved by resolution of the County, the provisions of the Loan Agreement as so approved shall control. 5. The County shall keep open and outstanding this proposal and inducement to the Company for a reasonable time so long as the Company shall be proceeding with appropriate efforts toward conclusion of any arrangements necessary to the refunding; provided, however, if for any reason the Refunded Bonds are not issued on or before February 28, 1988, then the provisions of this proposal and the agreement resulting from its acceptance by the Company shall be cancelled unless extended by mutual agreement of the County and the Company. In such event, or in the event of its earlier termination by agreement between the Company and the County, neither party shall have any rights against either party except: (a) The Company will pay to the County the amount of all expenses which shall have been incurred by the County in connection with the refunding and which were authorized by the Company; and (b) the Company will pay the out-of-pocket expenses of officials and representatives of the County and bond counsel and other counsel for the County incurred in connection with the refunding. 6. The Company, in accepting this proposal, will thereby agree to indemnify, defend and hold harmless the County against any loss or damage to property or any injury to or death of any person or persons occurring in connection with the Project and the refunding thereof. The Loan Agreement shall contain indemnity provisions similar to those contained herein and, in the event the Refunding Bonds are not delivered, this indemnity shall survive the termination of the agreement resulting from the Company's acceptance of this proposal. 7. All the commitments of the County hereunder are subject to the following: (a) the review and approval by the County Attorney of the Resolution authorizing the issuance of the Refunding Bonds, and review and approval of the Indenture, Loan Agreement and all other bond closing documents and related legal opinions; (b) investigation, review and approval by the County of matters as to 40 the finnancial condition of the Company and any guarantors; and (c) the use of bond counsel selected by the County. If this proposal is satisfactory to the Company, please have the acceptance statement which follows this proposal executed by the proper duly authorized officers of the Company and return it to the County, whereupon this proposal will constitute an agreement in principal with respect to the matters herein contained. A counterpart hereof fully executed by the County is enclosed herewith for the Company's records. ATTEST: Very truly yours, BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA Freda Wright, Ex -Off Don C. Scurlock, Jr_ ChaioFan '40� io Cl k Wk4 (SEAL) The terms and conditions contained in the foregoing proposal by Indian River County, Florida, re hereby accepted by Florida Convalescent Centers, Inc., this __ day of ___, 1987. ATTEST: FLORIDA CONVALESCENT CENTERS, INC. (SEAL) By: David Evans, Vice President Approvedas to form `-V; and legal sufficiency B [3yrule c- jounty Attorney Asst. C )r '1jn ---------- 3 C-3 Tom EXHIBIT "A" Re: Proposed $4,800,000 Indian River County, Florida Industrial Development Revenue Refunding Bonds, Series 1987 (Florida Convalescent Centers Inc Projegt) October 13 , 1987 ..- David Evans Vice President Florida Convalescent Centers, Inc. Honeywell Center Suite 1111 1111 Mockingbird Lane Dallas, Texas 75247 Dear Mr. Evans: Florida Convalescent Centers, Inc., (the "Company") has requested Indian River County, Florida (the "County") to consider refunding its $4,800,000 Industrial Development Revenue Bonds, Series 1986 (Florida Convalescent Centers, Inc. Project) (the "Bonds"). The Bonds were issued to finance the acquisition and construction of a skilled and intermediate care nursing home facility in the County (the "Project"). The County heretofore determined that its issuance of the Bonds to assist the Company in acquiring and constructing the Project would result in a substantial increase in employment in the County and that the issuance of the Bonds would serve a public purpose by increasing the purchasing power and improving the living conditions of the citizens and inhabitants of the County and would contribute to the prosperity and welfare of the State and its inhabitants. Accordingly, in order to assist the Company in refunding the Bonds, the County hereby makes the following proposal: 1. The County will issue its industrial development revenue refunding bonds (the "Refunding Bonds") in an aggregate principal amount not to exceed $4,800,000. 2. The County and the Company will enter into a Loan Agreement. The loan payments shall be pledged and applied pursuant to the Loan Agreement, and shall be sufficient to make the payment of the principal of, interest on and 1 40 redemption premium, if any, applicable to the Refunding Bonds and such other fees and costs as provided in the Loan Agreement. 3. The County will cooperate in the prompt preparation of the Indenture of Trust with regard to the Refunding Bonds , the Loan Agreement and the necessary resolutions, documents and instruments for the authorization, sale and issuance of the Refunding Bonds and, if requested, will promptly proceed with validation of the Refunding Bonds in the Circuit Court for Indian River County, pursuant to the provisions of Chapter 75, Florida Statutes. 4. Upon delivery of the Refunding Bonds, the provisions of this proposal and the agreement resulting from its acceptance by the Company shall have no further effect, and in the event of any inconsistency between the terms of this proposal and the terms of the Loan Agreement, in the form in which it shall be finally approved by resolution of the County, the provisions of the Loan Agreement as so approved shall control. 5. The County shall keep open and outstanding this proposal and inducement to the Company for a reasonable time so long as the Company shall be proceeding with appropriate efforts toward conclusion of any arrangements necessary to the refunding; provided, however, if for any reason the Refunded Bonds are not issued on or before February 28, 1988, then the provisions of this proposal and the agreement resulting from its acceptance by the Company shall be cancelled unless extended by mutual agreement of the County and the Company. In such event, or in the event of its earlier termination by agreement between the Company and the County, neither party shall have any rights against either party except: (a) The Company will pay to the County the amount of all expenses which shall have been incurred by the County in connection with the refunding and which were authorized by the Company; and (b) the Company will pay the out-of-pocket expenses of officials and representatives of the County and bond counsel and other counsel for the County incurred in connection with the refunding. 6. The Company, in accepting this proposal, will thereby agree to indemnify, defend and hold harmless the County against any loss or damage to property or any injury to or death of any person or persons occurring in connection with the Project and the refunding thereof. The Loan Agreement shall contain indemnity provisions similar to those contained herein and, in the event the Refunding Bonds are not delivered, this indemnity shall survive the termination of the agreement resulting from the Company's acceptance of this proposal. following: 7. All the commitments of the County hereunder are subject to the (a) the review and approval by the County Attorney of the Resolution authorizing the issuance of the Refunding Bonds, and review and approval of the Indenture, Loan Agreement and all other bond closing documents and related legal opinions; (b) investigation, review and approval by the County of matters as to the finnancial condition of the Company and any guarantors; and (c) the use of bond counsel selected by the County. If this proposal is satisfactory to the Company, please have the acceptance statement which follows this proposal executed by the proper duly authorized officers of the Company and return it to the County, whereupon this proposal will constitute an agreement in principal with respect to the matters herein contained. A counterpart hereof fully executed by the County is enclosed herewith for the Company's records. ATTEST: Very truly yours, BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA _ i rc.� I► rtJ, By : yrs. C � Freda Wright, Off io C1 k Don C. Scurlock, Jr., Chai an a (SEAL) The terms and conditions contained in the foregoing proposal by Indian River County, Flo ida, re hereby accepted by Florida Convalescent Centers, Inc., this.! day of Zt."Ini-2 , 1987. ATTEST: (SEAL) a�n 3 FLORIDA CONVALESCENT CENTERS, INC. By 11 d-Evene --Vice -Press dent ame McCarver, President R Approved as to form t and Iogal ,ufficicrn:y fsni N ai rtai /sa. Ccuniy Adturnry �"