99-02
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RESOLUTIONS
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RESOLUTION NO. 99-02
A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA
ESTABLISHING ITS INTENT TO REIMBURSE CERTAIN
PROJECT COSTS INCURRED WITH PROCEEDS OF FUTURE
TAX-EXEMPT FINANCING; AUTHORIZING A PUBLIC
HEARING; PROVIDING CERTAIN OTHER MA TIERS IN
CONNECTION THEREWITH; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Clearwater, Florida (the "Issuer") has
determined that the need exists to authorize the acquisition and rehabilitation of two existing
nursing care and independent living facilities known as the Oak Cove and Oak Bluff buildings
located in the City of Clearwater (the "Project") by BEF, Inc., a Florida not for profit corporation
(the "Developer");
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF CLEARWATER, FLORIDA THAT:
SECTION 1. AUTHORITY. This Resolution (hereinafter called the "Resolution") is
adopted pursuant to the provisions of the Florida Constitution, Chapter 166, Florida Statutes,
Chapter 154~ Part III, and Chapter 159, Parts II and III, Florida Statutes, and other applica~le
provisions of law.
SECTION 2. DECLARATION OF INTENT. The Issuer hereby expresses its intention to
be reimbursed from proceeds of a future tax-exempt financing for capital expenditures to be paid
by the Developer in connection with the acquisition and rehabilitation of the Project. Pending
reimbursement, the Developer expects to use its own funds to pay a portion of the cost of the
Project. It is not reasonably expected that the total wnount of debt to be incurred by the Issuer to
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Resolution No. 99-02
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reimburse itself for expenditures paid with respect to the Project will exceed $35,000,000. This
Resolution is intended to constitute a "declaration of official intent1t within the meaning of
Section 1.150-2 of the Income Tax Regulations.
SECTION 3. AUTHORIZATION FOR STAFF. The staff of the City is hereby
authorized and directed to proceed with the review of the Bond issue at the request of the
Developer, and to prepare for review by the City the requisite Ordinance, resolutions and
documents to be used in the issuance of the Bonds.
SECTION 4. AUTHORIZATION FOR BOND COUNSEL. The City's Bond Counsel,
Bryant, Miller and Olive, P.A. is hereby authorized and directed to prepare the requisite
financing documents for use by the City in the issuance of the Bonds.
SECTION 5. AUTHORIZATION FOR FINANCIAL ADVISOR. The Citis Financial
. ~ Advisor, First Union Capital Markets, is hereby authorized and directed to work with the City's
staff and Bond Counsel in reviewing the proposed Bond issue and the financial feasibility
thereof.
SECTION 6. AUTHORIZATION FOR DISCLOSURE COUNSEL. The City's
Disclosure Counsel, Nabors, Giblin & Nickerson, P.A. is hereby authorized and directed to
prepare the requisite disclosure documents for use by the City in the issuance of the Bonds.
SECTION 7. PUBLIC HEARING. The Deputy City Manager is hereby authorized and
directed to hold a public hearing as required by Section 147(f) of the Internal Revenue Code of
1986 (the "Code") on or before the next meeting of the City Commission on February 4, 1999,
upon the publication of notice of such hearing not less than 14 days prior to the date of such
hearing, and to report to the City Commission the results of such hearing. The City Clerk is
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Resolution No. 99-02
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') hereby authority and directed to assist the Deputy City Manager in publishing the notice of such
hearing, which notice shall be in such form as is acceptable to the City attorney and the City's
bond counsel.
SECTION 8. SCOPE OF APPROVAL. It is expressly statcd and agreed that the adop-
tion of this Resolution is not a guaranty, express or implied, that the City shall issue the Bonds
for the Project. The Developer shall hold the City and its past, present and future members,
officers, staff, attorneys, financial advisors and employees harmless from any liability or claim
based upon the failure of the City to close the transaction and issue the Bonds or any other cause
of action arising from the adoption of this Resolution, the processing of the financing for the
Project, or the issuance of the Bonds. It is expressly a condition to the adoption of this
Resolution that the Developer has assumed responsibility for the payment of all fees and costs
..........) incurred in the processing of the financing for the Project and the issuancc of the Bonds. The
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Developer has acknowledged this financial responsibility and has accepted the fact that the City
is not bound, either morally or legally, to the ultimate issuance of the Bonds.
SECTION 9. SEVERABILITY. If anyone or more of the provisions of this Resolution
shall for any reason be held illegal or invalid, such illegality or invalidity shall not affect any
other provision of this Resolution, but this Resolution shall be construed and enforced as if such
illegal or invalid provision had not been contained therein.
SECTION 10. REPEALING CLAUSE. All resolutions or orders and parts thereof in
conflict herewith to the cxtent of such conflicts, are hereby superseded and repealed.
SECTION 11. EFFECTIVE DATE. This resolution shall take effect immediately upon
its adoption.
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Resolution No. 99-02
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PASSED AND ADOPTED this 21st day of .TAnunry
, 1999.
Approved as to form: ,
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Pamel,a K. Akin, City Attorney
Attest:
Cyn ia E. Goudeau, City Clerk
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Resolution No. 99-02
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ACKNOWLEDGEMENT OF DEVELOPER
The. undersigned, on behalf of BEF, Inc., the Developer named in the City of Clearwater
Resolution 99.02, hereby acknowledges the conditions of adoption of said resolution set forth in
Section 8 thereof, and hereby accepts such conditions and does hereby agree to hold the City and its
past, present and future members, officers, staff, attorneys, financial advisors and employees harmless
from any liability or claim based upon the failure of the City to close the transaction and issue the
Bonds or any other cause of action arising from the adoption of Resolution No. 99-02, the processing
of the financi~g for the Project, or the issuance of the Bonds for the Project. The Developer hereby
expressly assumes responsibility for the payment of all attorney fees, City fees and costs incurred in
the processing of the financing for the Project and the issuance of the Bonds,
Dated: January.@., 1999
BEF, Inc.
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Complete Care Services, Inc., as
guarantor of the obligations of BEF,
Inc. set forth above.
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