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Resolution 1985-137 June 18, 1985 'OOl (]~Fl~~~ RESOLUTION 85-137 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS AUTHORIZING THE INDUSTRIAL DEVELOPMENT AUTHORITY OF COLLIER COUNTY TO ISSUE NOT EXCEEDING $2,850,000.00 INDUSTRIAL DEVELOPMENT BONDS FOR THE PURPOSE OF ACQUISITION AND CONSTRUCTION OF A QUALIFYING RETIREMENT HOUSING FACILITY BE IT RESOLVED by the Board of County Commissioners of Collier County, Florida that: 1. A public hearing was held on June 10, 1985 by the Collier County Industrial Development Authority as required by the Internal Revenue Code of 1954 as amended. Public notice of said meeting was published in the The Naples Star, ~ newspaper of .general circulation published in Collier County, Florida on May 25, 1985 and an affidavit of publication showing due publication of notice of the public hearing was entered into the record at said public hearing. 2. The Board of County Commissioners has considered the request of the Collier County Industrial Development Authority, of Collier County, Florida for approval to issue not exceeding $2,850,000.00 Industrial Development Bonds for the purpose of the acquisition, construction, and equipping of a qualifying nursing home facility. 3. The issuance of the bonds by the Collier County Industrial Development Authority pursuant to that certain bond resolution adopted June 10, 1985 and providing for the issuance of retirement rental housing revenue bonds (Beverly Retirement - Naples, Ltd. Project) Series 1985 in a principal amount not to exceed $2,850,000.00 is hereby approved. 4. This Resolution shall take effect upon adoption. ADOPTED this 18th day of June, 1985. BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA lAW O""'CItS VEGA, ."OWN, NICHOLS sTAHLey &. MA"T1..... f'A. ...0 ..I..~IU fltOAD .OUTH HA~"'I.'" ,....0..10... 22......... t.,~) 774.J222 By' {/!/I# Chairm ATTEST: CJ f .... i June 18, 1985 BOND RESOLUTION RESOLUTION OF THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS (BEVERLY ENTERPRISES- FLORIDA, INC. PROJECT) SERIES 1985 IN A PRINCIPAL AMOUNT NOT TO EXCEED $2,850,000, TO PROVIDE FUNDS TO REFUND AND REDEEM $2,850,000 COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY INDUSTRIAL DEVELOPMENT REVENUE NOTES (BEVERLY ENTERPRISES PROJECT) SERIES 1982; AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT PROVIDING FOR THE PAYMENT OF AMOUNTS SUFFICIENT TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE SERIES 1985 BONDS AND PROVIDING FOR THE LOAN OF BOND PROCEEDS TO BEVERLY ENTERPRISES-FLORIDA, INC.; AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST; SETTING FORTH THE TERMS AND CONDITIONS UPON WHICH THE SERIES 1985 BONDS ARE TO BE ISSUED; AND PROVIDING FOR OTHER MATTERS IN CONNECTION WITH THE ISSUANCE, SALE AND DFLIVERY OF THE BONDS. WHEREAS, Collier County Industrial Development Authority (the "Issuer") is a public body corporate and pOlitic organized and existing under the laws of the State of Florida (the "State"); WHEREAS, the Issuer has full power and is duly authorized by law to issue and sell its obligations for the purposes contemplated herein, pursuant to the provisions of the Florida Industrial Development Financing Act, being Parts II and III of Chapter 159, Florida Statutes, as amended, (the "Act"); WHEREAS, on April 16, 1982, the Issuer issued, sold and delivered its Industrial Development Revenue Notes (Beverly Enterprises Project) Series 1982 (the "Series 1982 Bonds"), to pay the cost of acquisition, construction, equipping and installing of a health car~ facility constituting a "project" within the meaning of the Act, located within the boundaries of Collier County, Florida (the "Project"); WHEREAS, the Issuer now intends to issue, sell and deliver its Industrial Development Revenue Refunding Bonds (Beverly Enterprises-Florida, Inc. Project) Series 1985 (the "Series 1985 Bonds") in the aggregate principal amount of $2,850,000, to provide funds to refund and redeem the Series 1982 Bonds; WHEREAS, the terms and prOViSions of the Series 1985 Bonds have now been SUbstantially determined and resolved and said Series 1985 Bonds shall be issued with the terms and provisions set forth herein and in the Indenture of Trust ~OOK 087 w,~ 681 ~ "" dated as of July 1, 1985 (the "Indenture") between the Issuer and NCNB National Bank of North Carolina, as trustee (the "Trustee"); WHEREAS, the Issuer proposes to execute and deliver a Loan Agreement dated as of July 1, 1985 (the "Agreement") between the Issuer and Beverly.!Enterprises-Florida, Inc. (the "Company"), a wholly owned subsidiary of Beverly Enterprises, pursuant to which Agreement the Issuer will loan the proceeds of the Series 1985 Bonds to the Company and wi 11 cause such proceeds to be deposited in an escrow fund created in the Indenture to be applied to refund and redeem the Series 1982 Bonds; tOOK 087 plf,r 682. 4.. June 18, 1985 WHEREAS, the Issuer has determined that the required from the Company under the Agreement sufficient to pay the principal of, premium, if interest on the Series 1985 Bonds; . WHEREAS, the Issuer, as further security for the Ser'es 1985 Bonds, will execute the Indenture pursuant to which the Issuer will pledge the income and revenues received under the Agreement as security for the Series 1985 Bonds; WHEREAS, as further security for the Series 1985 Bonds, Union Bank of Switzerland (Los Angeles Agency) will i3sue its Letter of Credit (the "Letter of Credit") in an amount equal to the principal of and up to 210 days interest on the Series 1985 Bonds; WHEREAS, the Company has requested the Issuer to sell the Series 1985 Bonds on a negotiated basis to Merrill Lynch Capital Markets, Merrill Lynch Pierce Fenner & Smith Incorporated (the "Underwriter"), pursuant to the terms of a Contract of Purchase (the "Contract of Purchase"), between the Issuer and the Underwriter, and acknowledged and accepted by the Company; WHEREAS, the Underwriter has provided to the Issuer a form of disclosure statement (the "Disclosure Statement") contemplated by Section 2l8.385, Florida Statutes, as amended, for filing with the Issuer prior to the negotiated sale of the Series 1985 Bonds by the Issuer; payments will be any, and WHEREAS, it is proposed that the Issuer approve execution and delivery of an Official Statement "Official Statement") in connection with the issuance sale of the Series 1985 Bonds; WHEREAS, it is necessary that the Issuer designate NCNB National Bank of North Carolina, Charlotte, North Carolina as Trustee under the Indenture; , 0 l I , c::::J the (the and -2- c:J CJ r=::1 ---~ ~ June 18, 1985 WHEREAS, copies of the forms of the following documents relating to the transactions described above have been filed with the Issuer; A. The Agreement; B. The Indenture; C. The Disclosure Statement; D. The Official Statement; and E. The Contract of Purchase. WHEREAS, the Issuer has determined that the project improves living conditions and health care in the State and Collier County, and that the Issuer, by issuing the Series 1985 Bonds to provide funds to refund and redeem the Series 1982 Bonds, ....i II be acting in furtherance of the public purposes of the Act; and WHEREAS, the Issuer has determined that it is appropriate for the Issuer to issue the Series 1985 Bonds and use the proceeds thereof for the purposes set forth herein. NOW, THEREFORE, BE IT RESOLVED by the Issuer as follows: 1. It is hereby ascertained, determined and declared as follows: A. The Issuer is authorized and empowered by the Act to acquire, construct, reconstruct, improve, rehabilitate and equip, own, sell, lease, exchange, transfer and otherwise dispose of projects, as defined in the Act, inCluding health care facilities, including land, rights in land, buildings and other structures, machinery, equipment, appurtenances and facilities incidental thereto, and other improvements necessary or convenient therefor, and to issue its revenue bonds for the purposes of paying all or any part of the cost of any project, all to improve the prosperity and welfare of the State and its inhabitants, to improve living conditions and health care in the State, and to improve purchasing power and opportunities for gainful employment and is further empowered to issue its revenue refunding bonds to redeem bonds issued for such purposes. B. The Project constitutes a "project" within the meaning of the Act. -3- . 0 Z I s ~COK 087 W.t 683 ...-, ...... June 18, 1985 ,QQ~ 087 rlr.~ 684- -,. C. The Project is desirable and furthers the public purposes of the Act, in that it improves the prosperity and welfare of the State and its inhabitants, improves living conditions and health care in the State, and improves purchasing power and opportunities for gainful employment, for the Issuer to issue and sell the Series 1985 Bonds for the purpose of providing funds to refund the Series 1982 Bonds, and to loan the proceeds from the sa Ie of the Series 1985 Bonds to the Company, as provided herein. D. The Project is appropriate to the needs and circumstances of, and makes a significant contribution to the growth of, Collier County, Florida, provides or preserves gainful employment, and serves a public purpose by advancing the economic prosperity, the public health and the general welfare of the State and its people as set forth in the Act. E. Based upon the financial information about the Company filed wi th the Issuer, the Company is financially responsible and fully capable and willing to fulfill its obligations under the Agreement, including the obligation to make payments in the amounts and at the times required, to operate, maintain and repair the Project at its own expense and to carry out the other responsibilities to be imposed under the Agreement, due consideration having been given to the Company's ratio of current assets to current liabilities, net worth, earning trends, coverage of all fixed charges, the nature of the nursing home industry, its inherent stability, and other factors determinative of the capability of the Company, financially and otherwise, to fulfill its obligations consistently with the purposes of the Act. F. The Project complies with all applicable building and zoning laws and Collier County is able to cope satisfactorily with the impact of the Project and is able to provide, or cause to be provided when needed, the public facilities, including utilities and pUblic services, that are necessary for the construction, operation, repair and maintenance of the Project and on account of any increases in population or other circumstances resulting therefrom. G. Adequate provision is made under the Agreement for the operation, repair and maintenance of the Project at the expense of the Company and for the payment of the principal of, premium, if any, and interest on the Series 1985 Bonds when and as the same become due and payable, and for the payment by the Company of all other costs incurred by the Issuer in conn~ctlon with the financing, construction and administration of the Project which are not paid out of the proceeds from the sale of the Series 1982 Bond, the Series 1985 Bonds or otherwise. -4- , 0 ! I s c::J ".----' .-----1 r:::J .........'..~Iloot-".. -40...-~ nUl t=4 ~ ;:::::J June 18, 1985 H. Series which Section The costs to be paid from the proceeds of 1985 Bonds are costs included in the purposes revenup. refunding bonds may be issued pursuant 159.41 of the Act. the for to I. A negotiated sale of the Series 1985 Bonds is requi red and necessary, and is in the best interest of the Issuer, for the following reasons: the Series 1985 Bonds will be special. and limited obligations of the Issuer payable solely out of revenues and proceeds derived by the Issuer under the Agreement, and the Company wi 11 be obligated for " the payment of all costs of the Issuer in connection with the financing, construction and administration of the Project and for operation and maintenance of the Project at no expense to the Issuer; the cost of issuance of the Series 1985 Bonds, which will be borne directly or indirectly by the Company, would be greater if the Series 1985 Bonds are sold at pUblic sale by competitive bids than if the Series 1985 Bonds are sold at negotiated sale, and a public sale by competitive bids would cause undue delay in the sa Ie of the Series 1985 Bonds; revenue bonds having the characteristics of the Series 1985 Bonds are typically and usually sold at negotiated sale; the Company has indicated that it may be unwilling to proceed unless a negotiated sale of the Series 1985 Bonds is authorized by the Issuer; and authorization of a negotiated sale of the Series 1985 Bonds is necessary in order to serve the purposes of the Act. 2. The refunding and redemption Bonds as provided in the Agreement and hereby authorized. Series 1982 Indenture is of in the the 3. For the purpose of providing funds, in whole or in part, to refund and redeem the Series 1982 Bonds, the issuance of revenue refunding bonds of the Issuer to be known as the -Collier County. Industrial Development Authority Industrial Development Revenue Refunding Bonds" (Beverly Enterprises-Florida, Inc. Project) Series 1985", is hereby authorized. The Company has agreed that if Series 1985 Bond proceeds a re not suff icient to provide funds to refund and redeem the Series 1982 Bonds, including payment of principal of and interest on the Series 1982 Bonds on their redemption date and costs of issuance of the Series 1985 Bonds, the Company will provide the excess funds necessary to refund and redeem the Series 1982 Bonds. Any such payments made by the Company shall in no manner affect or reduce the payments required by the Agreement. 4. interest The Series 1985 Bonds will be dated and will bear as provided in the Indenture, and will mature on -5- , 0 Z I . ~OOK (J~f~~~ f)~ June 18, 1985 0871'1'.1686 Apri 1 1, 2007. The form of the Series 1985 Bonds and the provisions for signatures, authentication, payment, registration and redemption shall be substantially as set forth in the Indenture hereinafter authorized. The Series 1985 Bonds will be issued in a principal amount not to exceed $2,850,000. The Series 1985 Bonds sha 11 not be deemed to constitute a debt, liability or obligation of the Issuer, the State. or of any political subdivision thereof, or a pledge of the faith and credit of the Issuer, the State, or any political subdivision thereof, but shall be payable solely from the moneys pledged therefor. The Issuer shall not be obligated to pay the Series 1985 Bonds or the interest thereon except from the revenues and proceeds pledged therefor, and neither the faith and credit nor the taxing power of the Issuer, the State, or of any political subdivision thereof, is pledged to the payment of the principa~ of or the interest on the Series 1985 Bonds. 5. The payments by the Company under the Agreement (other than payments of certain expenses of Issuer relating to the Project and the Series 1985 Bonds) are sufficient to pay the principal of, premium, if any, and interest on the Series 1985 Bonds as the same become due and payable, and said payments wi II be pledged for that purpose pursuant to the Indenture. 6. The execution, delivery and performance of the Agreement and the Indenture are hereby authorized. The Agreement and the Indenture shall be in substantially the forms submitted at this meeting, with such changes, insertions or omissions as may be approved by the Chairman or Vice-Chairman of the Issuer, whose approval thereof shall be conclusively evidenced by his execution of each such instrument. 7. The execution and delivery of the Series 1985 Bonds to The Bank of New York, as paying agent and registrar (the "Agent") for authentication and the authentication and redelivery of the authenticated Bonds to or upon the order of the Underwriter or its duly authorized attorney-in-fact against receipt by the Agent of the purchase price for the Series 1985 Bonds, are hereby authorized. 8. The sale and delivery of the Series 1985 Bonds to the Underwriter is hereby approved, subject to receipt by the Issuer prior to the execution and delivery of the Contract of Purchase of an executed Disclosure Statement. The execution, -6- . 0 Z I , c:::l rz:J =:J .-~~~'~ r,:::::; r::l ;:::! June 18, 1985 delivery and performance of the Contract of Purchase and the execution and delivery of the Official Statement are hereby authorized. The Contract of Purchase and Official Statement shall be in substantially the forms submitted at this meeting, with such changes, insertions or omissions as may be approved by the Chairman or Vice-Chairman of the Issuer, whose approval thereof shall be conclusively evidenced by his execution of each such document. 9. The use of the proceeds from the sale of the Series 1985 Bonds to refund and redeem the Series 1982 Bonds is hereby authorized. NCNB National Bank of North Carolina (formerly North Carolina National Bank) as trustee under the Indenture of Trust dated as of Apri 1 1, 1982 (the "Series 1982 Indenture") pursuant to which the Series 1982 Bonds were issued is authorized to give the notice of redemption required thereunder at such time as directed by the Company, provided that such redemption of the Series 1982 Bonds shall be completed within 180 days from the date of issuance of the Series 1985 Bonds. Until such time, the proceedS from the sa le of the Series 1985 Bonds sha 11 be invested in di rect obligations of, or Obligations the principal of and the interest on which are unconditionally guaranteed by the United States which shall mature, or which shall be subject to redemption by the holder thereof at the option of such holder, not later than the dates when the proceeds, together with the interest accruing thereon, will be required for the purposes intended. 10. NCNB National Bank of North North Carolina, is hereby designated Indenture for the Series 1985 Bonds. Carolina, Trustee Charlotte, under the 11. The Secretary or Assistant Secretary of the Issuer is hereby authorized to attest and affix the seal of the Issuer to the Series 1985 Bonds, the Indenture, the Agreement, and any other document executed by the Chairman or Vice-Chairman pursuant to bhis Resolution. 12. The Chairman or Vice-Chairman and Secretary or Assistant Secretary of the Issuer are hereby authorized to do and perform all such things and acts as each shall deem necessary or appropriate in .furtherance of the issuance of the Series 1985 Bonds and the carrying out of the transactions authorized by this Resolution or contemplated by the instruments referred to in this Resolution. . -7- 6 0 2 l s ~OOK 087 W'! 687 ~ - June 18, 1985 ~oo~ 087 w'~ 688 .... l3. The Chairman or Vice-Chairman of the Issuer is authorized to make an election pursuant to Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, and to sign and file or cause to be filed all documents necessary to accomplfsh and perfect such election and such election and all actions heretofore made and taken or caused to be taken are in all respects approved, ratified and confirmed. 14. The Indenture, the Agreement, the Disclosure Statement, the Official Statement and the Contract of Purchase are incorporated herein by reference thereto. l5. No covenant, obligation or agreement herein contained or contained in the Indenture, the Agreement or the Contract of Purchase shall be deemed to be a covenant, obligation or agreement of any officer, member, agent or employee of the Issuer in his individual capacity, and no such officer, member, agent or employee of the Issuer shall be persona lly liable on the Series 1985 Bonds or be subject to personal liability or accountability by reason of the issuance thereof. 16. If any section, paragraph, clause or provision of this Resolution shall be held invalid, the invalidity thereof shall not affect the remaining provisions. l7. The dates of any of the documents referred to herein may be changed without any further action by the Issuer, and the execution of the same by the Chairman or Vice-Chairman shall be sufficient in all respects to evidence the approval of said change by the Issuer. 18. All motions, orders, resolutions, and parts thereof, in conf lict herewith, are hereby repealed, and this Resolution shall take effect and be in force immediately after its passage and approval. Adopted this lOth day of June, 1985. COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY By: ~!:}!'!!:.~ Chairman Attest: By: tic vr:Af __ -8- , 0 2 I , c::l ==:J cz:::J ..",,: