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? RESOLUTION NO 81-61
A RESOLUTION AUTHORIZING THE EXECUTION AND
DELIVERY OF A MEMORANDUM OF AGREEMENT WITH
BETHANY GARDENS, LTD., WITH RESPECT TO FINANC-
ING A PROJECT CONSISTING OF THE ACQUISITION,
CONSTRUCTION AND EQUIPPING OF A NURSING HOME
TO BE LOCATED IN OR ADJACENT TO THE CITY OF
CLEARWATER, FLORIDA; AND THE ISSUANCE AND
SALE OF THE CITY OF CLEARWATER, FLORIDA,
Mlt4 NURSING HOME REVENUE BONDS (BETHANY GARDENS
f?:r' .• PROJECT), IN AN AGGREGATE PRINCIPAL AMOUNT OF
NOT TO EXCEED $4,000,000, FOR THE PURPOSE OF
FINANCING ALL OR A PORTION OF THE COST OF
SAID PROJECT; ALL PURSUANT TO CHAPTER 159, '
PART II, FLORIDA STATUTES, AS AMENDED.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
CLEARWATER. FLORIDA:
• SECTION 1. AUTHORITY FOR THIS RESOLUTION. This-Resolu-
tion is adopted pursuant to the provisions of Chapter 159,
Part II, Florida Statutes, as amended, and other applicable
laws.
SECTION 2. FINDINGS. It is hereby found,.ascertained,
determined and declared that:
A. The City of Clearwater, Florida (the "Issuer") is a
municipal corporation and a public body corporate and politic
duly created and existing under and by virtue of Chapter 9710,
Laws of Florida (1923), as amended in its entirety by Ordi-.
nance No. 1830 of the Issuer (the "City Charter"), and is
permitted by the city Charter and duly authorized and em-
powered by Chapter 159, Part II, Florida Statutes, as
amended (the "Act"), to provide for the issuance of and to
issue and sell its revenue bonds for the purpose of financ-
ing all or any part of the "cost" (as 'defined in the Act) of
any "project" (as defined in the Act).
B. Bethamy Gardens, Ltd., a Florida limited partnership
(the "Company"), in order to enhance and expand the health
care industry in the State of Florida (the "State"), to
improve living conditions and health care and to advance and
improve the public health and the welfare of the State and
its inhabitants, and to otherwise provide for and contribute
to the health, safety and welfare of the people of the
State, and also incidentally to promote and foster the
economic growth and development of the Issuer and the State,
to increase purchasing power and opportunities for gainful
employment, to advance and improve the economic prosperity
of the State and its inhabitants and to foster the indus-
trial and business development of the Issuer, proposes
that the Issuer issue and sell its Nursing Home Revenue
Bonds (Bethamy Gardens Project), in an aggregate principal
amount of not to exceed $4,000,000 (the "Bonds"); that the
Issuer use the proceeds thereof to finance all or any part
of the cost of issuance of the Bonds and of acquiring,
constructing and equipping a new 120 bed skilled and inter-
mediate care nursing home on land located adjacent to the
Issuer and proposed to be annexed thereto (the "Project"),
such Project to be operated as a kosher home, without dis-
crimination due to race, religion or national origin, and to
be subject to ad valorem taxation; and that the Issuer lease
or sell the Project to or otherwise finance the Project for
the Company under a lease, installment sale agreement, loan
or other financing agreement (the "financing agreement")
obligating the Company for payments sufficient to pay the
principal of and premium, if any, and interest on the Bonds
Reso 181w61
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when and as the same become due, and for the payment of all.
other costs incurred by the Issuer in connection with the
;,;«;.
. '= '• financing, construction and administration of the Project
. which are not paid out of the Bond proceeds or otherwise;
J. all as permitted by the Constitution and other laws of the
e
_rv•., }'.:°
State of Florida and as authorized by the Act,
'
t'bs:==':
.: C. The Company has shown that the Project will enhance
and expand the health care industry and improve health care
Cat
?? s•b
:;? ' ? in the Issuer and its environs b creating 120 new licensed
its
{A
r
;;,'.L•.r and certified beds for skilled and intermediate nursing
care, and will also have the incidental effects of increas-
{s ing employment in the Issuer and its environs by creating
new jobs and by adding to the tax base.
• h"r:
:
1.?
D. The'Project and the financing of all or a portion
of the cost of the Project by the Issuer will be in further-
ance of the purposes of the Act in that it will enhance and
expand the health care industry,and.improve...health- care, !n
the Issuer and`s?environs, and will also have the incidental
effect of providing jobs and fostering the economic develop-
ment and the industrial and business development of the
Issuer.
E. The Project is appropriate to the needs and circum-
stances of the Issuer and shall serve a public purpose by
advancing the public health and the general welfare of the
State and its people, and shall also have the incidental
effects of contributing to the economic growth of the Issuer,
providing gainful employment and advancing the economic
prosperity, as stated in Section 159.26, Florida Statutes,
as amended,
The company has represented that, prior to the
adoption by trhe Issuer of a bond resolution, it will provide
the Issuer With evidence sufficient to support the additional
findings contemplated by Section 159.29(2), Florida Statutes,
as amended,
G. The Issuer and other local agencies 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
increase in population or other circumstances resulting
therefrom (provided, however, it is understood that the
Company shall pay all applicable fees, taxes and other
governmental charges provided by law).
H. The Company has requested satisfactory expressions
of intention by the Issuer that, upon the satisfaction of
all requirements of law and all conditions to be met by the
Company, the Bonds will be issued and sold and the proceeds
• thereof will be made available to finance the cost of the
Project, to the extent of such proceeds; and such expressions
will be a substantial and important factor in the Company's
decision to proceed with the Project.
I. A negotiated sale of the Bonds is required and
necessary, and is in the best interest of the Issuer, for
the following reasons: the Bonds will be-special and limited
obligations of the Issuer payable solely out of revenues and
proceeds derived by the Issuer under the financing agreement
or otherwise from the Project, and the company will be
obligated for the payment of all costs of the Issuer in
connection with the financing, construction and adminis-
tration of the Project which are not paid out of the Bond
proceeds or otherwise and for operation and maintenance of
-2-
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.. the Project at no expense to the Issuer; the nature of the
` Bond issue and high interest rates, rapidly changing factors
}<y?,, and other prevailing conditions of the market are such that
a a public sale by competitive bids is not likely to be unsuc-
?'m=
i.'; cessful or to result in a lower interest cost to the Company; '
?` the cost of issuance of the Bonds, which will be borne
Pb{>
3: ?
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directly or indirectly by the company, would be greater if
."r the Bonds are offered at public sale by competitive bids
a±'ts'i.' than if the . Bonds are sold at negotiated sale, and a public
sale by competitive bids would cause undue delay in the
financing of the Project; revenue bonds having the charac-
teristics of the Bonds are typically and usually sold at
negotiated sale; the Company has indicated that it may be
unwilling to proceed with the Project unless a negotiated
sale of the Bonds is authorized by the Issuer; and authoriza-
tion of a negotiated sale of the Bonds is necessary in order
to serve the purposes of the Act.
J. It.? ?prpposed..that...the Issuer-_and.. the_ Company. . _,. _.... _
?• enter into a memorandum of agreement in the form presented
at this meeting (the "Memorandum of Agreement"), authorizing
the Company as independent contractor, and not as agent for
:
=i
?Sy
? the Issuer, to proceed with the acquisition, construction,
.
.•
? equipping and completion of the Project, all at no cost to
?.: the Issuer pending the issuance and sale of the Bonds; and
?ts rovidin amon other thins for the Bonds to be issued and
a
n
ry1
}-:' egoti
ted sale; for the use and application of the
sold at
proceeds of sale of the Bonds to all or an
pay any part of the
yi„ywiR "cost" (as defined in the Act) of the Project, to the extent
j
F gyp,,,, of such proceeds; for the operation, repair and maintenance
of the P:-oject by the Company at no expense to the Issuer,
-"
pursuant to a financing agreement obligating the Company for
'f+R =r payments sufficient in the aggregate to pay all of the
principal of and interest and redemption premiums
if an
,
y,
on the Bonds, and :or the payment of all other costs incurred
by the Issuer in connection with the financing, acquisition,
construction, equipping and administration of the Project
which are not paid out of the Bond proceeds or otherwise;
?_ ??Lr,;a• and for such other financing agreements, indentures, and
related agreements as shall be necessary or appropriate.
K. The purposes of the Act will be more effectively
served if, and it is necessary and desirable and in the best
?i: interest of the Issuer that, the Memorandum of Agreement be
s4
.U.'XII executed and delivered by and on behalf of the Issuer.
SECTION 3. AUTHORIZATION OF MEMORANDUM OF AGREEMENT.
The Memorandum of Agreement in the form and with the contents
presented at and filed with the minutes of this meeting, be
and the same is hereby approved, and the Mayor and the City
Manager of the Issuer are hereby authorized and directed, in
the name and on behalf of the Issuer, to execute and deliver
said Memorandum of Agreement, and the City Clerk of the
Issuer is hereby authorized and directed to attest the same
and to affix thereto the official seal of the Issuer.
SECTION 4. EFFECT OF RESOLUTION. This resolution is
intended to ands all constitute "a band resolution or some
other similar official action" of the Issuer for purposes of
section 103(b) of the Internal Revenue Code of 1954, as
amended, and the related regulations, rulings and decisions
thereunder.
SECTION S. REPEALING CLAUSE. All resolutions or,
orders and parts thereof in conflict herewith, to the extent
of such conflict, are hereby superseded and repealed.
-3..
Reso 181-61,
TEWIA rsorrzl+s a"•F.?i,. r.:?,ti .','11':,i• ,
sal •.??, :.?•{, - • ,
7/16/81
\ ms's r ']q3 ,
• SECTION 6. EFFECTIVE DATE. This resolution shall take
effect immediately.
PASSED AND ADOPTED this 16th day of July. A. D.'1981.
'
4 Vice Mayor-Comm 13sioner
Attest:
City Clerk '
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