01-30
RESOLUTION NO. 01-30
.
A RESOLUTION OF THE CITY COMMISSION OF THE
CI.TY OF CLEARWATER, FLORIDA, RELATIVE TO THE
EXECUTION AND DELIVERY OF AN INTERLOCAL
AGREEMENT AMONG JEFFERSON COUNTY, THE CITY
OF CLEARWATER, FLORIDA AND THE GADSDEN
COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (THE
"AUTHORITY") PERMITTING THE EXPENDITURE OF A
PORTION OF THE PROCEEDS OF THE AUTHORITY'S
NOT TO EXCEED $12,020,000 ORIGINAL AGGREGATE
PRINCIPAL AMOUNT OF FIRST MORTGAGE REVENUE
BONDS (THE TROUSDALE FOUNDATION OF GADSDEN,
INC. PROJECT) FOR THE PRINCIPAL PURPOSES OF
FINANCING AND REFINANCING COSTS INCURRED OR
TO BE INCURRED BY THE TROUSDALE FOUNDATION
OF GADSDEN, INC. IN CONNECTION WITH THE
ACQUISITION, RENOVATION AND EQUIPPING OF
CERTAIN NURSING FACILITIES; PROVIDING FOR
CERTAIN OTHER MATTERS IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THE INTERLOCAL
AGREEMENT; AND PROVIDING AN EFFECTIVE DATE
FOR THIS RESOLUTION.
.
WHEREAS, the Gadsden County Industrial Development Authority, Gadsden
County, Florida (the "Authority") has received an application from The Trousdale
Foundation of Gadsden, Inc., a Florida not-for-profit corporation (the "Corporation"),
requesting that the Authority issue first mortgage revenue bonds in the initial aggregate
principal amount of not to exceed $12,020,000 in one or more series (the "Bonds") and
loan the proceeds from the sale thereof to the Corporation for the principal purposes of
(i) financing and refinancing costs of acquisition, renovation and equipping of certain
nursing facilities (the "Project"), (ii) funding a debt service reserve fund, and (iii) paying
costs associated with the issuance of the Bonds; and
WHEREAS, upon satisfying the notice and public hearing requirements of
Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), on
May 22, 2001 the Authority authorized and approved the issuance of the Bonds,
pursuant to the authority of Chapter 159, Parts II and III, Florida Statutes and
Section 163.01, Florida Statutes (the "Act"); and
WHEREAS, the proceeds of the Bonds will be loaned to the Corporation to
finance and refinance the costs of the Project pursuant to a Mortgage and Trust
Agreement dated as of July 1, 2001 among the Authority, the Corporation and The
Bank of New York (the "Trustee") (including any amendments and supplements thereto,
. the "Agreement"), and the payment of the principal of and premium, if any, and interest
Resolution 01-30
on the Bonds as the same shall become due shall be made solely by the Corporation in
. the amounts and from the sources as required by the Agreement; and
WHEREAS, the obligations of the Corporation will be secured by a first mortgage
and security interest in the facilities of the Corporation as provided pursuant to the
Agreement; and
WHEREAS, as part of the Project, the Corporation will acquire certain nursing
facilities located in (i) Gadsden County, (ii) Jefferson County, and (iii) the City of
Clearwater, Florida (the "Clearwater Facilities"); and
WHEREAS, the Authority has submitted to the City Commission of the City of
Clearwater, Florida for consideration a substantial form of Interlocal Agreement
approved by the Authority by Resolution(s) adopted on May 22, 2001, which, when
executed, will permit the loan of a portion of the Bond proceeds to the Corporation to
finance and refinance the Project including the Clearwater Facilities, a copy of which
form of Interlocal Agreement is attached hereto as Exhibit A; and
.
WHEREAS, the loan of funds derived from the proceeds of the Bonds to the
Corporation pursuant to the terms of the Agreement will assist in the development and
maintenance of the public health of certain elderly residents of the City of Clearwater,
Florida, and shall serve a public purpose by improving the health and living conditions
by providing facilities and services for the care of certain elderly residents and will
promote the most efficient and economical development of health care facilities in a
manner and pursuant to forms of governmental organization that will accord best with
the geographic, economic, and population characteristics which influence the health
care needs of the City of Clearwater, Florida and its inhabitants; and
WHEREAS, it is deemed desirable by both the Authority and the City of
Clearwater, Florida that prior to or upon the issuance of the Bonds, the Authority, the
City of Clearwater Florida and Jefferson County enter into the Interlocal Agreement, as
provided for and under the authority of Section 163.01, Florida Statutes (the "Interlocal
Act"), in order to assist the Corporation and the Authority in the financing and
refinancing of the costs of the Project including the City of Clearwater Facilities; and
WHEREAS, neither Jefferson County, the City of Clearwater, Florida, Gadsden
County nor the State of Florida or any political subdivision or agency thereof shall in
any way be obligated to pay the principal, premium, if any, or interest on the Bonds as
the same shall become due, and the issuance of the Bonds shall not directly, indirectly,
or contingently obligate the Authority, Jefferson County, the City of Clearwater, Florida,
Gadsden County, the State of Florida, or any political subdivision or agency thereof to
levy or pledge any form of taxation whatsoever therefor or to make any appropriation
from ad valorem taxation revenues for their payment; and
.
2
Resolution 01-30
"
.
.
.
WHEREAS, in order to satisfy the requirements of Section 147(f) of the Internal
Revenue Code of 1986, as amended, the City Commission held a public hearing on the
proposed issuance of the Bonds and the loan of a portion of the proceeds thereof to the
Corporation pursuant to the Interlocal Agreement for the purpose of financing and
refinancing the costs of acquisition of the City of Clearwater Facilities on August 2,
2001, which date was more than 14 days following the first publication of notice of such
public hearing in a newspaper of general circulation in the City of Clearwater, Florida (a
true and accurate copy of the proof of publication of such notice is attached hereto as
Exhibit B), which public hearing was conducted in a manner that provided a reasonable
opportunity for persons with differing views to be heard on both the issuance of such
Bonds, the location and nature of the City of Clearwater Facilities and the loan of a
portion of the Bond proceeds to the Corporation pursuant to the Interlocal Agreement to
finance and refinance the acquisition, renovation and equipping of such facilities; now,
therefore,
BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF CLEARWATER, FLORIDA:
Section 1. The financing and refinancing of the City of Clearwater Facilities by
the Authority through the issuance of the Bonds pursuant to the Act as described in the
notice of public hearing attached hereto as Exhibit B, and the loan of a portion of the
proceeds thereof to the Corporation pursuant to the Agreement and the Interlocal
Agreement for such purposes, will promote the health and welfare of the citizens of the
City of Clearwater, Florida, will help to continue to provide the residents of the City of
Clearwater, Florida with facilities and services for certain elderly residents and will
thereby serve the public purposes of the Act and is hereby approved.
Section 2. The City of Clearwater, Florida has and will be able to continue to
cope satisfactorily with the impact of the City of Clearwater Facilities and will be able to
provide, or cause to be provided when needed, the public facilities, including utilities
and public services, that are necessary for the City of Clearwater Facilities.
Notwithstanding any provisions to the contrary contained herein, the City of Clearwater,
Florida will not incur any obligation (financial or otherwise) to provide such public
facilities, utilities and services by virtue of this Resolution.
Section 3. The Authority has determined that adequate proVIsion has been
made in the Agreement for a loan by the Authority to the Corporation to finance and
refinance the Project, and thereafter for the operation, repair and maintenance of the
Project, including the City of Clearwater Facilities, at the expense of the Corporation
and for the repayment by the Corporation of the loans in installments sufficient to pay
the principal of and the interest on the Bonds and all costs and expenses relating
thereto in the amounts and at the times required.
Section 4. Based on the criteria established by the Act, the Authority has
determined that the Corporation is financially responsible and fully capable and willing
3
Resolution 01-30
"
.
to fulfill their obligations under the Agreement, including the obligation to repay the
loans in installments in the amounts and at the times required, the obligation to operate,
repair and maintain the Project, including the City of Clearwater Facilities, at the
Corporation's own expense and such other obligations and responsibilities as are
imposed under the Agreement.
Section 5. Prior or contemporaneously with the issuance of the Bonds by the
Authority, the Mayor or Vice Mayor of the City of Clearwater, Florida is hereby
authorized and directed to execute and the City Clerk is hereby authorized to apply the
seal of the City thereof, for and on behalf of the City of Clearwater, Florida, the
Interlocal Agreement attached hereto as Exhibit A among Jefferson County, the City of
Clearwater, Florida and the Authority in order to permit the loan of a portion of the Bond
proceeds to the Corporation for the principal purpose of financing and refinancing of the
Project, including the City of Clearwater Facilities.
Section 6. The Bonds and the interest thereon shall not constitute an
indebtedness or pledge of the general credit or taxing power of Jefferson County, the
City of Clearwater, Florida, Gadsden County, the State of Florida or any political
subdivision or agency thereof but shall be payable solely from the revenues pledged
therefor pursuant to the Agreement and other financing agreements entered into by and
among the Authority, the Trustee and the Corporation prior to or contemporaneously
with the issuance of the Bonds.
. Section 7. The approval given herein shall not be construed as (i) an
endorsement of the creditworthiness of the Corporation or the financial viability of the
Project, (ii) a recommendation to any prospective purchaser to purchase the Bonds, (iii)
an evaluation of the likelihood of the repayment of the debt service on the Bonds, or (iv)
approval of any necessary rezoning applications or approval or acquiescence to the
alteration of existing zoning or land use nor approval for any other regulatory permits
relating to the City of Clearwater Facilities, and the City Commission shall not be
construed by reason of its adoption of this Resolution to make any such endorsement,
finding or recommendation or to have waived any right of the City Commission or
estopping the City Commission from asserting any rights or responsibilities it may have
in such regard. Further, the approval by the City Commission of the issuance of the
Bonds by the Authority shall not be construed to obligate the City of Clearwater, Florida
to incur any liability, pecuniary or otherwise, in connection with either the issuance of
the Bonds or the financing and refinancing of the Project, and the Authority shall so
provide in the financing documents setting forth the details of the Bonds.
Section 8. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 2 nd day of August
,2001.
.
4
Resolution 01-30
"
.
.
.
Approved as to form:
j20
Pamela K. Akin
City Attorney
~Nr~
Brian . Aun6€t '
Mayor-Commissioner
Attest:
....oJ' -
5
-
Resolution 01-30
.
.
.
THIS INSTRUMENT PREPARED
BY AND RETURN TO:
Warren S. Bloom, Esq.
Nabors, Giblin & Nickerson, P.A.
450 South Orange Avenue, Suite 510 ABOVE SPACE RESERVED FOR
Orlando, Florida 32801 RECORDING PURPOSES ONLY
INTERLOCAL AGREEMENT
AMONG THE GADSDEN COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY,
JEFFERSON COUNTY, FLORIDA AND THE CITY OF CLEARWATER, FLORIDA
WHEREAS, the Gadsden County Industrial Development Authority (the "Authority")
is a public body corporate and politic and a public instrumentality and a local agency organized
and existing under the laws of the State of Florida including, particularly, Chapter 159, Parts II
and III, Florida Statutes; and
WHEREAS, the Authority has received a request from The Trousdale Foundation of
Gadsden, Inc., a Florida not-for-profit corporation (the "Corporation") requesting that the
Authority issue its first mortgage revenue bonds and loan the proceeds from the sale thereof to
the Corporation for the principal purpose of providing funds sufficient to finance and refinance
the costs of acquisition, renovation and equipping certain nursing facilities located in Gadsden,
Jefferson Counties and the City of Clearwater, Florida (collectively, the "Project"); and
WHEREAS, the Authority has authorized and approved the issuance of its first
mortgage revenue bonds in the aggregate principal amount of not exceeding $12,020,000 (the
"Bonds"), pursuant to the authority of Chapter 159, Parts II and III, Florida Statutes and
Section 163.01, Florida Statutes and other applicable provisions of law (collectively, the
"Act"), for the principal purpose of financing and refinancing the costs of the Project; and
WHEREAS, the Bonds shall be secured solely by revenues described in the Mortgage
and Trust Agreement to be dated as of June 1, 2001 among the Authority, the Corporation and
The Bank of New York (the "Trustee") (including any amendments and supplements thereto,
the "Agreement"), and the payment of the principal of and premium, if any, and interest on the
Bonds as the same shall become due shall be made solely by the Corporation in the amounts
and from the sources as required by the Agreement; and
WHEREAS, it is deemed desirable by the Authority, Jefferson County and the City of
Clearwater, Florida that the Authority, Jefferson County and the City of Clearwater, Florida
enter into this Interlocal Agreement, as provided for and under the authority of Section 163.01,
Florida Statutes, in accordance with the prior determination of the Authority and the City
EXHIBIT A
Resolution 01-30
.
Commission of the City of Clearwater, Florida and the County Commission of Jefferson
County in order to assist the Corporation in the financing and refinancing of the Project, as
more fully described in the Agreement; and
WHEREAS, the Authority, has determined that the loan of funds derived from the
proceeds of the Bonds to the Corporation pursuant to the terms of the Agreement will assist in
the development and maintenance of the public health and welfare of the residents of Gadsden
County, Jefferson County and the City of Clearwater, Florida, and will serve the public
purposes of the Act, and will promote the most efficient and economical development of
nursing facilities such as the Project in a manner and pursuant to forms of governmental
organization that will accord best with the geographic, economic, and population
characteristics which influence the healthcare needs of Gadsden County, the City of
Clearwater, Florida, Jefferson County and the respective inhabitants thereof; and
WHEREAS, neither the Authority, Gadsden County, the City of Clearwater, Florida,
Jefferson County, nor the State of Florida or any political subdivision or agency thereof shall
in any way be obligated to pay the principal, premium, if any, or interest on the Bonds as the
same shall become due, and the issuance of the Bonds shall not directly, indirectly, or
contingently obligate the Authority, Gadsden County, the City of Clearwater, Florida,
Jefferson County, the State of Florida, or any political subdivision or agency thereof to levy or
pledge any form of taxation whatsoever therefor or to make any appropriation from ad valorem
taxation revenues for their payment.
. NOW, THEREFORE, THIS INTERLOCAL AGREEMENT, AMONG THE
AUTHORITY, JEFFERSON COUNTY, FLORIDA, THE CITY OF CLEARWATER,
FLORIDA, WITNESSETH AS FOLLOWS:
SECTION 1. The Corporation shall borrow funds derived from the proceeds of the
Bonds issued by the Authority for the principal purpose of paying for the cost of financing and
refinancing the costs of the Project as contemplated by the Agreement and the funds shall be
repaid solely from the revenues of the Corporation pursuant to the terms of the Agreement and
the funds shall be duly expended for their stated purpose. Each of the Authority, Jefferson
County and the City of Clearwater, Florida acknowledge and approve the issuance of the
Bonds and the loan of the proceeds thereof to the Corporation to finance and refinance that
portion of the Project located in their respective jurisdictions. Each of the parties hereto
acknowledge that the approval being granted by Jefferson County and the City of Clearwater,
Florida is being provided solely for the purpose of complying with the host approval
requirements of the Act and Section 147(t) of the Internal Revenue Code of 1986, as amended.
.
SECTION 2. At all times prior to and during the term of this Interlocal Agreement the
Authority, Jefferson County and the City of Clearwater, Florida constitute "public agencies" as
that term is defined in Section 163.01(3)(b), Florida Statutes, and the Authority, Jefferson
County and the City of Clearwater, Florida have in common the power and authority to issue
revenue bonds in order to provide financing for the acquisition of nursing facilities such as the
Project, as the power and authority as each might exercise separately.
2
.
.
.
SECTION 3. The Authority, Jefferson County and the City of Clearwater, Florida are
entering into this Interlocal Agreement in order to more effectively perform their service
function related to the provision of adequate nursing facilities pursuant to the powers granted
under Section 163.01, Florida Statutes, as amended.
SECTION 4. This Interlocal Agreement shall in no way be interpreted to authorize the
delegation of the constitutional or statutory duties of the Authority, Gadsden County, Jefferson
County, the City of Clearwater, Florida, the State of Florida or any political subdivision or
agency thereof or any members or officers thereof.
SECTION 5. Neither this Interlocal Agreement nor the Bonds shall be deemed to
constitute a general debt, liability, or obligation of or a pledge of the faith and credit of the
Authority, Gadsden County, Jefferson County, the City of Clearwater, Florida, the State of
Florida, or any political subdivision or agency thereof. The issue of the Bonds pursuant to this
Interlocal Agreement shall not directly, indirectly, or contingently obligate the Authority,
Gadsden County, Jefferson County, the City of Clearwater, Florida, the State of Florida, or
any political subdivision or agency thereof to levy or to pledge any form of taxation
whatsoever therefore, or to make any appropriation for their payment.
SECTION 6. This Interlocal Agreement may be signed in any number if counterparts
with the same effect as if the signatures thereto and hereto were upon the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
3
"
.
.
.
IN WITNESS WHEREOF, this Interlocal Agreement has been executed by and on
behalf of Jefferson County by the Chairman or Vice-Chairman of its County Commission and
the seal of said County affixed hereto and attested by its Clerk or Deputy Clerk , by and on
behalf of the City of Clearwater, Florida by the Mayor/Chairman or Vice-Chairman of its City
Commission and the seal of said City affixed hereto and attested by its Clerk or Deputy Clerk
and the Authority has caused this Interlocal Agreement to be executed by its Chairman, its seal
affixed hereto, as attested by its Executive Secretary all as of the _ day of
2001.
(SEAL)
GADSDEN COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
ATTEST:
By:
Chairman
Member
(SEAL)
BOARD OF COUNTY COMMISSIONERS OF
JEFFERSON COUNTY, FLORIDA
ATTEST:
By:
Chairman
County Clerk
Countersigned:
CITY OF CLEARWATER, FLORIDA
By:
Brian J. Aungst
Mayor-Commissioner
William B. Horne, II
Interim City Manager
Approved as to form:
Attest:
Pamela K. Akin
City Attorney
Cynthia E. Goudeau
City Clerk
4
State of Florida
County of Hillsborough } ss.
THE TAMP A TRIBUNE
Published Daily
Tampa, HilIsborough County, Florida
,8 i} 2jJU'i]
.
Before the undersigned authority personally appeared 1. Rosenthal, who on oatltsays that shd'is C1liSslficiNilillihg
Manager of The Tampa Tribune, a daily newspaper published at Tampa in Hillsborough County, Florida; that the
attached copy of advertisement being a
LEGAL NOTICE PINELLAS EDITION
in the matter of
CITY OF CLEARWATER
NOTICE OF PUBLIC HEARING
was published in said newspaper in the issues of
JULY 14,2001
Affiant further says that the said The Tampa Tribune is a newspaper published at Tampa in said HiIlsborough
County, Florida, and that the said newspaper has heretofore been continuously published in said HiIlsborough
County, Florida, each day and has been entered as second class mail matter at the post office in Tampa, in said
Hillsborough County. Florida for a period of one year next preceding the first publication of the attached copy of
advertisement; and affiant further says that she has neither paid nor promised any person, this advertisement for
publication in the said newspaper.
of
day
(.~,
Sworn to and subscribed by me, this
JULY
18
01
/'
Personally Known~or Produced Identification_
Type of Identification Produced
tP
~ ",\(g'
'-"-~yp'--~"--' '--....,--.
o"'~ Vs UFF/C/Al NOTARY SEAL
<' ~ SUSIE LEE SLATON
* * COMMISSION NUMBER
'!>. rS 00000060
'Y~OF Fl-O~ MY COMMISSION EXP.
APAll16,2005
c_~~ ~
.-
EXHIBIT B
Clj'y8f6~~mN3T1CE
the
the
,"',.
CitY9fCl,I' '~!i~.\ ,fiori,
Cynlhlli rYCIii\r"CMC
PllOll. " " ','~' ','7111
ResolutiorrOl-30