Loading...
HomeMy WebLinkAbout1986-05040 40 RESOLUTION NO. 86-50 BOND RESOLUTION A RESOLUTION AUTHORIZING THE ISSUANCE OF $4,800,000 INDUSTRIAL. DEVELOR4M REVENUE BOND, SERIES 1986 (FLORIDA CONVALESCENT CENTERS, INC. PROJECT); AUTHORIZING THE IRAN OF THE PROCEEDS FROM SUCH BOND TO FLORIDA CONVALESCENT CM'ERS INC. IN ORDER TO FINANCE THE COST OF THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF A SKITT AND INTERMEDIATE CARE NURSING HOME FACILITY; PRESCRIBING THE FORM OF TRUST INDENTURE TO SECURE SUCH BOND AND AUTHORIZING THE EXECUTION THEREOF; PRESCRIBING THE FORM OF FINANCING AGREEMENT AND AUTHORIZING THE EXECUTION THEREOF; PRESCRIBING THE FORM OF MORTGAGE AND SECURITY AGREEMENT RELATING TO SUCH FACILITY AND AUTHORIZING THE EXECUTION THEREOF, INCLUDING AN ASSIGNMENT OF INTEREST THEREIN TO THE CITIZENS AND SOUTHERN NATIONAL BANK, ATLANTA, GEORGIA, AS TRUSTEE; PRESCRIBING THE FORM, TERMS AND DETAILS OF SUCH BOND; MAKING CERTAIN OTHER COVENANTS AND AGRFU!4ENTS IN CONNECTION WITH THE ISSUANCE OF SUCH BOND. WHEREAS, Indian River County (the "County") is authorized by the provisions of the Florida Industrial Development Financing Act, being Part II of Chapter 159, Florida Statutes (1985), (the "Act") to, among other things, issue revenue bonds for the purpose of using the proceeds thereof to acquire, construct, equip and install certain capital projects in order to promote the economy of the State of Florida and the welfare of the citizens thereof; and WBEREAS, Florida Convalescent Centers, Inc., a Florida corporation (the "Corporation") , has requested that the County issue its revenue bond and loan the proceeds fran the sale thereof to the Corporation to finance the acquisition, construction and equipping of a facility suitable for a skilled and intermediate care nursing home facility (the "Project"), which shall be located in Indian River County; and WHEREAS, the County desires to authorize the issuance of its Industrial Development Revenue Bond, Series 1986 (Florida Convalescent Centers, Inc. Project) (the "Bond") , pursuant to the Act in order to loan the proceeds thereof to the Corporation to finance the acquisition, construction ary equipping of the Project, pursuant to a contractual arrangarent whereby the amount of loan payments to be made to the County by the Corporation shall be sufficient to pay the principal of and interest on the Bond as and when the same became due and payable; and WHEREAS, the Act provides that the Bond may be secured by a trust agreement by and between the County and a corporate trustee; and WHEREAS, the Bond is to be issued pursuant to and secured by a Trust Indenture (the "Indenture"), by and between the County and the Citizen and Southern National Bank, Atlanta, Georgia, as trustee (the "Trustee"); and WHEREAS, the Bond is to be further secured by a Mortgage and Security Agreement (the "Mortgage"), from Florida Convalescent Centers, Inc., to the 40 • •em ' . County, wherein the Corporation shall grant the County a mortgage and security interest in the Project; and WHEREAS, the Bond shall be a special obligation of the County, payable solely from the revenues or other receipts, funds or moneys to be derived by the County under a Financing Agreement (the "Agreement"), between the County and the Corporation, a note securing the loan to the Corporation (the "Note"), and the Mortgage, as well as moneys derived from the Guaranty (as defined in the Indenture); and WHEREAS, a public hearing regarding the issuance of the Bond was duly held on July 16, 1986, by the County in accordance with Section 103(k) of the Internal Revenue Code of 1954, as amended; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY CCMISSIONERS OF INDIAN RIVER COUNTY, FIARIDA: SECTION 1. AUTHORITY FOR THIS RESOIIMON. This Resolution is adopted pursuant to the provisions of Part II of Chapter 159, Florida Statutes (1985), and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby ascertained, determined and declared that: A. The Project is appropriate to the needs and circumstances of, and shall make a significant contribution to the economic growth of, the County; shall provide or preserve gainful employment; and shall serve a public purpose by advancing the economic prosperity of the State of Florida and its people as stated in Section 159.26, Florida Statutes. B. In accordance with the criteria established in Section 159.29(2), Florida Statutes, and based on information and representations made by the Corporation, the Corporation is financially responsible and fully capable and willing to fulfill its obligations under the Agreement, including the obligations to make payments in the amounts and at the times required thereby; to operate, repair and maintain at its own expense the Project; and to serve the purposes of the Act and such other responsibilities as may be imposed under the Agreement. C. The County will be able to cope satisfactorily with the impact of the Project and will be able to provide, or cause to be provided when needed, the public facilities, including utilities and public services, that will be necessary for the construction, operation, repair and maintenance of the Project and on account of any increases in population or other circumstances resulting therefrom. D. Adequate provision shall be made for the operation, repair and maintenance of the Project at the expense of the Corporation and for the payment of principal of and interest on the Bond. E. The cost to be paid from the proceeds of the Bond shall be "costs of the project" within the meaning of the Act. _2_ J v 64m • . SWTION 3. APPROVAL OF PFWBCT. The financing of the acquisition, construction, equipping and installation of the Project by the Corporation as described in the Agreement is hereby approved. SECTION 4. AUTHORIZATION AND DESCRIPTION OF THE BOND. To provide for the financing of the cost of the acquisition, construction and equipping of the Project, there is hereby authorized, arra the County shall issue, $4,800,000 principal amount of its Industrial Development Revenue Bond, Series 1986 (Florida Convalescent Centers, Inc. Project) subject to the provisions of this Resolution and the Indenture. The Bond shall be dated the date of its authentication. The Bond shall be in fully registered form and shall be numbered R-1. The form, terms and provisions of the Bond, including interest rates and principal payments, and the provisions for the execution, authentication, payment, registration, transfer and exchange shall be as set forth in the Indenture, which is attached hereto as Exhibit A. SECTION 5. REDEMPTION OF THE BOND. In the manner and with the effect provided in the Indenture, the Bond shall be subject to redemption prior to maturity as follows: A. Until the Put Date, at the request of the Corporation, as a whole, or in part, by lot, on any Interest Payment Date upon payment of applicable redemption prices plus accrued interest to the date fixed for redemption as set forth in the Indenture. B. After the first Conversion, at the request of the Corporation, or any Interest Payment Date, in whole or in part, in inverse order of maturity, and within any maturity by lot, upon payment of the principal amount thereof plus accrued interest to the redemption date, if any, without premium. C. The Bond is also subject to extraordinary optional redemption and Mandatory Redemption, as set forth in the Indenture. SECTION 6. BOND PAYABLE AT OPTION OF PURCHASER. The Original Purchaser of the Bond shall have the right to put the Bond to the Corporation and or the Guarantors upon at least ninety (90) days, but in no event more than one hundred eighty (180) days' written notice to the Issuer, the Trustee, the Corporation and the Guarantors upon the conditions described in the Indenture, on the Put Date and thereafter on each annual anniversary date of the Put Date so long as the Original Purchaser shall be the Owner of the Bond. If this Bond is put in accordance with the terms of this Section 6, it shall be payable in an amount equal to 100% of the principal amount thereof then outstanding, plus any interest accrued and unpaid thereon to the date of such purchase. SECTION 7. BOND IS SPECIAL OBLIGATION OF THE COUNTY. The Bond is a special obligation of the County, which is payable solely iron the revenues and receipts received by the County pursuant to the Agreement, the Note and the Mortgage, and moneys derived from the Guaranty. The Bond, together with the - 3 - 40 •em • . interest thereon, is a limited obligation of the County and neither the County, nor the State of Florida, nor any political subdivision thereof, shall be obligated to pay the Bond or the interest thereon or other costs or payments incident thereto, except frau the aforementioned revenues and receipts and neither the faith and credit nor the taxing power of the County or the State of Florida or any political subdivision thereof is pledged to the payment of the Bond or the interest thereon or other costs or payments incident thereto. The Bond and obligations arising thereunder do not create or reflect liability of the County or any member, official or employee thereof, except as otherwise described in this Section 7. SECTION 8. SALE OF THE BOND. The Bond shall be sold to the Citizens and Southern National Bank, Atlanta, Georgia, at a purchase price of 99% of the principal amount of the Bond to be delivered to such purchaser. Because of the nature of the Bond and the prevailing market conditions, the negotiated sale of the Bond is hereby found to be in the best interests of the County. SECTION 9. AUTHORIZATION OF E)MC[TPION OF AGRE2NE TT. The County hereby authorizes and directs the Chairman of the Board of County Cammissioners to execute, and its Clerk to attest under the seal of the County, the Agreement, and to deliver the Agreement to the Corporation, and does hereby authorize and direct the execution, sealing arra delivery of the Agreement and the execution of the endorsement of the Note which is attached to the Agreement thereto. All of the provisions of the Agreement, when executed and delivered by the County as authorized herein and when duly authorized, executed and delivered by the Corporation, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein, and the Agreement shall be in substantially the form of the Agreement attached hereto as Exhibit B with such changes, amendments, modifications, omissions and additions, including the date of such Agreement, as may be approved by said Chairman. Execution by the Chairman of the Agreement shall be deemed to be conclusive evidence of approval of such changes. SECTION 10. AUTHORIZATION OF T=JTION OF INDENTURE. As security for the payment of the principal of, premium, if any, and interest on the Bond and other payments relate thereto, the County hereby authorizes and directs the Chairman of the Board of County Cam►i.ssioners to execute, and its Clerk to attest under the seal of the County, the Indenture and to deliver the Indenture to the Trustee and does hereby authorize and direct the execution, sealing and delivery of the Indenture. The Indenture specifies the terms, conditions, covenants, rights, obligations, duties and agreements to and for the benefit of the holder of the Bond, the County, the Corporation and the Trustee. All of the provisions of the Indenture when executed and delivered by the County as authorized herein and when duly authorized, executed and delivered by the Trustee shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein, and the Indenture shall be in substantially the form of the Indenture attached hereto with such changes, amendments, modifications, omissions and additions, including the date of such Indenture and the terms of the Bond which shall reflect the terms provided herein, as may be approved by said Chairman. Execution by the Chairman of the Indenture shall be deemed to be conclusive evidence of approval of such changes. - 4 - 40 40 SECTION 11. AUTHORIZATION OF EXEC(TTION OF MORTGAGE AND SECURITY AGREEMENT. The County hereby authorizes and directs its Chairman to execute and does hereby authorize and direct the execution and delivery of the Mortgage and assignment thereof to the Trustee. All of the provisions of the Mortgage when executed and delivered by the County as authorized herein and when duly authorized, executed and delivered by the Corporation shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein, and the Mortgage shall be in substantially the form of the Mortgage attached hereto as Exhibit C with such changes, amendments, modifications, omissions and additions, including the date of such Mortgage, as may be approved by said Chairman. Execution by the Chairman of the Mortgage shall be deemed to be conclusive evidence of approval of such changes. SECTION 12. APPOINTMENT OF TRUSTEE. The Citizens and Southern National Bank, whose principal office is in Atlanta, Georgia, is hereby designated Trustee, Bond Registrar and Paying Agent for the Bond under the aforementioned Indenture. SECTION 13. GENERAL AUTHORITY. The mrmbers of the Board and the officers, attorneys and other agents or enployees of the County are hereby authorized to do all acts and things required of them by this Resolution, the Agreement, the Indenture, the Mortgage and the Note, or desirable or consistent with the Requirements hereof or the Agreement, the Indenture, the Mortgage and the Note for the full puncutal and complete performance of all the terms, covenants and agreements contained in the Bond, this Resolution, the Agreement, the Mortgage, the Note and the Indenture and each member, employee, attorney and officer of the County or its Board is hereby authorized and directed to execute and deliver any and all papers and instruments arra to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated. SECTION 14. DEFINITIONS. Unless the context clearly otherwise requires, any capitalized word or term used but not defined herein is used as defined in the Indenture. SECTION 15. SEVERABILITY AND INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable frau the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Bond issued hereunder. SECTION 16. REPEALING CLAUSE. All resolutions or parts thereof of the County in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. - 5 - 40 • •• SECTION 17. EFFECTIVE DATE. This resolution shall take effect imnediately upon its adoption. RESOLVED this 7th day of August, 1986. BOARD OF COMM 00MISSIONERS (SEAL) OF INDIAN RIVER OXWN, FLORIDA BY: C - Chairman ATTEST: - Clerk� Approved as to Form and Legal Sufficiency County Attorney