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HomeMy WebLinkAbout1983-022FA RESOLUTION NO. 83-22 A RESOLUTION AUTHORIZING THE EXECUTIOF AND DELIVERY 3Y INDIAN RIVER COUNTY, FLORIDA, OF A LETTER OF INTENT AND INDUCEMENT TO FLORIDA HEALTH FACILITIES CORP. (OF INDIAN RIVER COUNTY) WITH RESPECT TO THE ISSUANCE BY THE COUNTY OF NOT EXCEEDING $3,500,000 INDUSTRIAL DEVELOPMENT REVE14UE BONDS TO FINANCE THE COST OF THE ACQUISITION, CONSTRUCTION AND EQUIPMENT OF A NURSING HOME FACILITY IN THE COUNTY; AND PROVI('iNG N EFFECTIVE DATE. BE IT RESOLVED BY THE: BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION; 1. AUTHORITY FOR THIS RFSOLUTIO`I. This resolu- tion is adopted pursuant to the provisions of. Chapter 159, Fart II, Florida Statutes (1981), as amended (collectively, the "Act."), and other applicable provisions of law. SECTION 2. FINDV!GS. It is hereby ascertained, deter- mined and declared as follows: 41 A. Indian River County, Florida (the "Issuer"), is authorized by the Act to make and execute financing agreements, contracts, deeds and other instruments necessary or convenient for the purpose of facilitating the financing of the acquisition, construction and equipment of projects, as defined in the Act, including machinery, equipment, land, rights .in land and other appurtenances and facilities related thereto, to the end that the Issuer may be able to promote the ecomomic growth of the State of -1- 4D Florida, increase opportunities for gainful employment and other- wise contribute to the welfare of such State and its inhabitants; and to finance the cost of such projects and related facilities, by the issuance of its revenue bonds. B. Florida Health Facilities Corp. (of Indian River County), a Florida corporation (the "Borrower"), wishes to acquire, construct and equip a 120 -bed nursing home, including any necessary utilities (the "Project") within the corporate territorial limits of the Issuer, and to have the Issuer issue its revenue bonds to finance the Project; and the Borrower has requested that the Issuer further indicate to the Borrower its intentions in this respect, in or.ler to further induce the Borrower to proceed with the Project and incur expenses for its financing. C. The location of the Project in the area of the Issuer shall make a significant contribution to the economic growth of the Issuer, shall provide gainful employment and shall serve a public purpose by advancing the economic prosperity and the general welfare of the State of Florida and its people. D. The Issuer is able to cope satisfactorily with the impact of the Project, and all the necessary public facilities, utilities and services that will be necessary for the const_rtic- tion, operation, repair and maintenance of the Project and on account of any increase in population or other circumstances -2- • resulting by reason of the location of the Project within the territorial limits of the Issuer, will be provided by the Borrower when needed. F. Adequate provision will be made under the provisions of the proposed loan agreement, mortgage and security agreement (the "Agreement") for the repair and maintenance of the Project at the expense of the Borrower, and for the payment of the prin- cipal of, premium, if any, and interest on the bonds. F. The principal of, premium, if any, anti interest on the bonds and all payments required under the proposed Aqreement and the promissory note (the "Note") secured by the Agreement, and the trust indenture, if any, securing payment of the bongs shall be payable solely from the proceeds derived by the issuer under the proposed Agreement and dote, an(' any guaranty of such payment obligations by third parties, and the Issuer shall never be required to levy ad valorem taxes on any property within its territorial limits to pay the principal of, premium, if any, and interest on the bonds or to make any other payments provided under the proposed Agreement, Mote or trust indenture, if any, or pay the same from any funds of the Issuer other than those derived by the Issuer under the proposed Agreement and *dote, or any guaranty agreement by third parties; and such bonds shall not constitute a lien upon any property owned by or situated within the territorial limits of the Issuer, except the Project. -3- s G. The interest on the bonds, ':.hen Auly authorize an issued, will be exempt from federal income taxation under existing laws of the United States. SECTIO:1 3. 4UT!IORIZATI!7P: op EXECUTION A':D ?)FLPI R'' 1F I*NDUCEMENT LF,TTER. The Chairman and the Clerk of the t3oar.: of County Commissioners of the Issuer ire herebv authorized to exe- cute and deliver the letter of the Isstier addressed to the Borrower, in substantially the form 3ttachod to this resolution as Exhibit A and incorporated by reference herein, with such changes therein, whether made prior to the —Ocut_i,)n thereof or thereafter, as shall be approve�I from ti;, -ie to t_ille ;)y such Efi- cera � executing the same, such approval to e conclusively denced by their execution ther,�of. SECTION 4. AUTtT.t�RIZ;�'i I');I '1F 'If;('C ACTI07I. The i Chairman and Clerk of the roar- of Commissioner, of the Issuer and all other officers in,! omnlove•-s of the Issuer are hereby authorized to execute such further agreenentr; ind take t such further action as shall be net.essary to carry out the intent and purposes expressed in such lett.-?r attached hereto as exhibit A, upon its becoming an agreement on its execution by the Borrower, and are further authorized to take, :;uch other st^ns ami actions as may be required and necessary in orrier to issue :;uch bonds. SECTION 5. RFFECTIVF DATE. This r.c_;olution s1l;Ill take effect immediately upon its passage. • of The foregoing resolution was offered by Commissioner Scurlock who moved its adoption. The motion was seconded by Commissioner Lyons and, upon being put to a vote, the vote was as follows: Chairman Richard N. Bird - Aye Vice -Chairman Don C. Scurlock, Jr. - Aye Commissioner Patrick B. Lyons - Aye Commissioner William C. Wodtke, Jr. - Aye The Chairman thereupon ieclared the resolution duly passed and adopted this 16th day of March, 1983. AtteAt: F'REDA WRIGHT, C1� APPROVF'D TO FORM AND LEG OF C By__ R N QNB RG Co n y Attorney -5- BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA BY/HARD -1 N. N. BIRD Chairman • 00 c.'aphone:(305) 507.6000 BOARD OF COUNTY COMMISSIONERS 1840 25th Street, Vero Beach, Florida 32960 EXHIBIT A Florida Health Facilities Corp. (of Indian River County) 615 East 14th Street, Suite D Des Moines, Iowa 50316 Gentlemen: Suncom Telephone,(3D5) 424-1012 March 16, 1983 Re: Proposed Acquisition, Construction and Equipment of Nursing Home Based upon recent discussions with you, it is the under- standing of the Board of County Commissioners (the "Governing Body") and the officials and representatives of Indian River County, Florida (the "Issuer"), that you are currently considering the construction of a 120 -bed nursing home, including any necessary utilities, within the territorial limits of the Issuer (the "Project"); that the costs of the Project will not exceed $3,500,000; that the Project will provide employment in the area of the Issuer for approximately 80 people; and that the willinq- ness of the Issuer to issue and sell its industrial development revenue bonds for the purpose of financing the acquisition, con- struction and equipment of the Project is an important fact under consideration by you in determining the extent of the development feasibility of the Project. The Governing Body has determined that the issuance of industrial development revenue bonds by the Issuer to assist you by financing such Project in the area of the Issuer will result in an increase of employment in such area, and that the issuance of such bonds will serve a public purpose by advancing the economic prosperity and the general welfare of the State of Florida and its people. Accordingly, in order to induce you to incur expenses for the initiation of such Project and its financing, the Issuer 66� " Florida Health Facilities Corp. (of Indian River County) March 16, 1983 Page 2 hereby makes the following proposal: 1. The Issuer will. issue its industrial development revenge bonds in an aggregate principal amount not to exceed $3,500,000 for the purpose of paying the cost of the acquisition, construction and equipment of rhe Project, pursuant to preliminary general plans and specifications relpting to such facilities which are on file in the office of the Clerk of the Governing Body. The bonds will be issued in such aggregate principal amount, mature at such times, bear interest at such rates and be subject to such other terms as shall be agreed upon among you and the Issuer and the bondholders. 2. You and the Issuer will enter into a Loan Agreement, Mortgage and Security Agreement (the "Agreement") which shall pro- vide for a loan of bond proceeds by the Issuer to you for the purpose of the acquisition, construction and equipment of the Project, and you will execute and deliver a promissory note (the "Note") evidencing the loan. The Agreement shall he assigned either to a bank trustee for the benefit and protection of the bondholders, or to the bondholders. The installment payments to be made by you pursuant to the Agreement and Note shall be pledged to the payment of the principal of, interest on and redemption premium, if any, applicable to the bonds and the fees and expenses of: the trustee, if any. The aggregate principal amount of the bonds shall. only be fully sufficient to pay the cost of the Project, the cost and expenses of financing the same and the expenses of you, the trustee, if any, and the Issuer related thereto. 3. The Issuer will cooperate in the preparation of the Agreement, the Note, the trust indenture, if any, and the neces- sary resolutions for the authorization and sale of the bonds. 4. Upon delivery of the bonds, the provisions of this proposal and the agreement resulting from its acceptance by you shall have no further effect, and in the event of any inconsis- tency between the terms of this proposal and the terms of the Agreement and the Note in the form in which they shall be finally approved by resolution of the Governing Body, the provisions of. the Agreement and Note as so approved shall control. 5. Upon acceptance by you of this proposal, the Issuer shall keep open and outstanding this commitment and inducement to you for a reasonable time so long as you shall be proceeding with appropriate efforts toward conclusion of any arrangements neces- sary to the Project, and (after finding the Borrower financially • Florida Health Facilities Corp. (of Indian River County) March 16, 1983 Page 3 responsible as described in paragraph 8 hereof) so long as there shall be no material adverse change in your financial condition; provided, however, if for any reason (other than that which shall be the fault of the Issuer) the bonds are not delivered to the purchaser or purchasers thereof within one year from the date hereof., then the provisions of this proposal. and the agreement resulting from its acceptance by yor will be deemed cancelled. In such event, or in the event of its earlier cancellation by agree- ment batween you and the Issuer, neither party shall have any rights against the other and no third party shall have any rights against either party except: (a) You will. pay to the Issuer the amount of all expenses which shall have been incurred by the Issuer in connec- tion with the Project, and any administrative fees of the Issuer in reviewing and processing your bond issuance application. (b) You will assume and be responsible for all con- tracts entered into by the Issuer at your request in connection with the Project; and (c) You will pay the out-oE-pocket expenses of offi- cials and representatives of the Issuer incurred in connection with the Project and will pay counsel for the Issuer and the firm of Freeman, Richardson, Watson & Kelly, P.A., bond counsel, legal fees for legal services related to the Project or the financing thereof.. 6. The Issuer shall not be obligated to pay any of the bonds or the interest thereon from any funds of. the Issuer derived from any source other than the Agreement and Note, or any guaranty agreement by third parties, and in no event may the taxing power or other revenues of the issuer be pledged to pay any of the bonds or the interest thereon. I.ach bond shall contain a statement sub- stantially to that effect upon its face. The Issuer shall not be required to incur any expense with respect to the Project or the bonds unless requested to do so by you, in which event you hereby agree to reimburse the full amount of such expense to the Issuer.; and the Issuer may require payment to it of such amount as a pre- requisite to its incurring any such expense. In accepting this proposal, you thereby agree to indemnify and defend the Issuer and hold the Issuer harmless against any injury or death of any person or persons occurring in connection with the construction, equip- ment and operation of the Project, or in any way growing out of or resulting from this proposal (upon its becoming an agreFAment, if accepted) including, without limitation, all costs and expenses of the Issuer, including reasonable attorneys' fees, incurred in the 40 Florida Health Facilities Corp. (of Indian River County) March 16, 1983 Page 4 enforcement of any of your agreements herein contained. This indemnity shall be superseded by a similar indemnity in the Agreement and, in the event the bonds are not delivered, this indemnity shall survive the termination of the agreement resulting from your acceptance of this proposal. 7. If. it becomes evident at any time, in the opinion bond counsel to the Issuer, that the interest on the bonds will not: be exempt from federal income taxation on the proposed date delivery of the bonds, and/or that you are or will be incapable or unwilling to perform your obligations under the Agreement and Note, when executed and delivered, this proposal, if accepted by you, may be terminated at the option of the Issuer, and neither party shall have any rights against the other and no third party shall. have any rights against either party except as provided in paragraphs 5(a), (b) and (c) of this proposal. of of. of 8. The Issuer has not undertaken any definitive review of your financial statements, nor has it received from you a commitment from a lending institution in regard to the financing for. the Project. The Issuer expressly reserves the right to review such statements and/or commitment and to decline to issue the bonds unless the Issuer finds that you are financially respon- sible and fully capable and willing to fulfill your obligations under the proposed Agreement and vote. If this proposal shall be satisfactory to you, please execute and date the acceptance statement below, and provide an accepted copy to the Issuer, whereupon this proposal will consti- tute an agreement in principle with respect to the matters herein contained. i Yours very truly, Z, /_/Z" (SEAL) INDIAN R VER COUNTY, FLORIDA �i RICHARD N. BIRD, Chairman Board of County Commissioners Attested and Cquntersigned: Clerk, Board of CoAhty Commissioners Florida Health Facilities Corp. (of Indian River County) March 16, 1983 Paye 5 Accepted by Florida Health Facilites Corp. (of Indian River County) on March 1983. Prid e n t