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HomeMy WebLinkAboutCity of Tamarac Resolution R-90-278Temp. Reso. #5951 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-90- AZ- A RESOLUTION PROVIDING INDUCEMENT FOR IMPERIAL MANOR CORP. TO PROCEED WITH THE CONSTRUCTION OF AN ADULT CONGREGATE LIVING FACILITY (ACLF) IN THE CITY OF TAKARAC, FLORIDA; PROVIDING FOR THE ISSUANCE OF BONDS NOT TO EXCEED $12,000,000 OF'THE CITY OF TAMARAC (IMPERIAL MANOR CORP. ACLF PROJECT) SERIES 1990; AUTHORIZING THE PREPARATION OF A TRUST INDENTURE TO SECURE SUCH BONDS; AUTHORIZING THE PREPARATION OF A LOAN AGREEMENT AND OTHER DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF BONDS; MAKING CERTAIN COVENANTS, AGREEMENTS AND FINDINGS IN CONNECTION WITH THE ISSUANCE OF THE BONDS; APPROVING THE APPOINTMENT OF BOND COUNSEL; AUTHORIZING VALIDATION OF THE BONDS; PROVIDING FOR REPEALER; PROVIDING FOR SE.VERU1LITYi...ANILPR=DING AN EFFECTIVE DATE _ WHEREAS, the City of Tamarac (the "Issuer") is a public corporate and politic pursuant to Chapter 4-21, and Chapter 159, Par Ii, Florida Statutes, as amended (collectively, the "Act") and i authorized by the Act to issue revenue bonds for the purpose o providing funds to finance the cost of adult congregate livin facilities constituting a "project" under the Act thereby providing th people of the community with adequate facilities for the improvement o their welfare, property, health and living conditions; and WHEREAS, the Issuer is authorized by the Act to issue revenu bonds and loan the proceeds thereof to parties such as Imperial Mano Corp., such loans to be payable solely from revenues and receipt derived from the operation of "projects" as defined in the Act an secured by a pledge of said revenues and receipts derived from the buildings, improvements and equipment comprising the project; and Page 1 of 6 I .0 ,3 ,2 .3 ,4 [-7 !2 13 14 is t6 17 2t 2! 30 31 Temp. Reao. 05951 WHEREAS, revenue bonds issued pursuant to the Act shall not deemed to constitute a debt, liability or obligation of the Issuer, of the State of Florida, or of any political subdivision thereof, or pledge of the faith and credit of the Issuer, or of the State of Flori or of any political subdivision thereof, but the bonds shall be payat solely from the revenues provided therefor and the Issuer will not obligated to pay the bonds or the interest thereon except from t revenues and proceeds pledged therefore and neither the faith and creel nor the taxing power of the Issuer, or of the State of Florida, or any political subdivision thereof, will be pledged to the payment of t principal of or the interest on the bonds; and WHEREAS, Imperial Manor Corp. (the "Company") has requested th Issuer's assistance in an undertaking consisting generally of (i) th acquisition of land, the construction of and equipping of a 108-uni (180 bed) adult congregate living facility (ACLF) units, related an appurtenant facilities (the "Project"), (ii) the funding of a deb service reserve fund, and (iii) the financing of certain other "costs as defined in the Act; and WHEREAS, the Issuer is authorised and empowered by the Act t issue the Bonds for the purposes described herein and to fully perfor its obligations thereunder which Will promote the welfare, prosperit and improvements of the health and living conditions of the people o the community. NOW,, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF TAMARAC, $ECT2ON is �Q$�R THiS RESOLUTI�i, This Resolution hereinafter called "Resolution" is adopted pursuant to the provisions o Chapter 4-21 and Part II Chapter 159, Florida Statutes, as amended, an other applicable provisions of law. Page 2 of 6 0 2 3 1 f 0 .1 .2 i 7 B 1341 1311 Temp. Reso. $5951 ZCZ.= 2_, This Resolution is adopt with the intent to take "official action" toward the issuance of t Bonds within the meaning of regulations issued by the Internal Rev Service pursuant to the Code (hereinafter mentioned) and to permit Company to proceed with commitments for the Project and to incur cos in connection with various phases of the Project and to provide expression of intention by the Issuer, prior to the issuance of t Bonds, to issue and sell the Bonds upon compliance by the Company wit certain conditions subsequent specified herein and make the proceed thereof available to finance all or part of the cost of the Project, t the extent of such proceeds, all in accordance with and subject to tb provisions of the Constitution and other laws of the State of Florida including the Internal Revenue Code of 1966 (the "Code") and thi Resolution. SECTION 3: APPROVAL DF BONDS. The Issuer hereby approve issuance of bonds designated the City of Tamarac, Revenue Bond (Imperial Manor Corp. ACLF Project), in an aggregate principal amoun not to exceed $12,000,000. The Bonds shall bear interest at such rate o rates not -to exceed the maximum rate permitted by law as may hereafte be approved by the Issuer. The Bonds shall be issued in the form an denomination and shall be executed, dated, be subject to redemption o the dates and at the prices and be payable on the dates as provided the Trust Indenture hereinafter described, all of which shall approved by the Issuer prior to the issuance of the Bondsi provided t the maturity of the Bonds shall not exceed 30 years. The Bonds shall marketed and sold only to "accredited investors" as defined in Sect 517.011, Florida Statutes; in denominations of not less than $100,000. The Bonds shall be payable at the corporate trust office of corporate trustee to be selected by the Issuer by resolution prior the issuance of the Bonds (the "Trustee") under and pursuant to t terms of the Trust Indenture. The Trustee shall be the trustee, registrar and paying agent under the Trust Indenture herein authors unless and until a successor is appointed in the manner provided in s Trust Indenture. Page 3 of 6 EN 4 i 12 13 14 t5 16 17 to 2! 30 31 21 34 31 Temp. Reso. l5951 CTTQN A; Thl Issuer hereby authorizes the preparation of a Trust Indenture (th, "Trust Indenture") by and between the Issuer and the Trustee pursuant t, which, among other things, the issuer shall assign to the Trustee, fo the benefit of the bondholders, the rights to the revenues pledge thereunder, and of the Issuer's rights under the Trust Indenture subject however to the retention by the issuer of certain rights to tb payment of fees and expenses and of indemnification. proceeds from the sale of the Bonds shall be loaned to the Company or t assist in the financing of the Project. The Issuer hereby authorizes tk preparation of a Loan Agreement (the "Loan Agreement") by and betwee the Issuer and the Company pursuant to which such loan will k accomplished. SECTION LL AgaTTRAQE. The issuer, hereby covenants that it wil restrict the use of the proceeds of the Bonds hereby authorized in sue manner and to such extent, if any, as may be necessary after taking int account reasonable expectations at the time the debt is incurred, s that they will not constitute "arbitrage bonds" under Section 148 of th Code and the regulations thereunder. suyroN _, -L The law firm of Greenberg, Traurig, et. al. is hereby approved by the issuer as Bond Counsel ant Issuer's Counsel to serve in connection with the Bonds. Mr-TToN B9 yaLrnaTroN- Bond Counsel is hereby authorized o behalf of the Issuer to prepare and file proceedings in the Circui Court for Broward County, Florida to validate the Bonds pursuant to th requirements of Chapter 15, Florida Statutes, as amended. The Issue does, however, reserve the right to request that Bond Counsel withdra such proceeding prior to such validation. sEC-r1rON The intentions of the Issuer to is the Bonds and to the use of the proceeds as herein contemplated subject to the following conditions: (a) the issuance of the Bonds by the Issuer shall have approved by the City Council of the City of Tamarac. Page 4 of 6 0 t Temp. Reso. #5951 (b) the execution and delivery of the Loan Agreement, and the I Trust Indenture all in form satisfactory to the Issuer and such other documents as the Issuer or its counsel may reasonably require. (c) the delivery by Bond Counsel of an unqualified opinion to the effect that the interest on the Bonds is exempt from Federal income taxes under existing statutes and published regulations, rulings and court decisions except with respect to that separate portion or series of Bonds which might be sold as taxable debt. (d) the delivery of a feasibility study relating to the Project wherein the assumptions and conclusions are found to be satisfactory to the City and the City's financial consultant (to be appointed for such purpose). The several members, Officials,, attorneys or other employees or agents of the Issuer are hereby authorized and directed to do all the acts and things required of them by the provisions of the Bonds, the Loan Agreement and the Trust Indenture to the end that full and complete performance of all of the terms, covenants and agreements of the Bonds and Trust Indenture shall be effected. The City Attorney is specifically authorized to arrange for the publication of a TEFRA notice at least 14 days prior to a City Council meeting for the purposes of holding a TEFRA hearing as required by the Code. No covenant, stipulation, obligation or agreement herein contained shall be deemed to be that of any officer, agent or employee of the Issuer or member of the Citi Council in his individual capacity and none of the foregoing shall be liable personally by virtue of the adoption of this Resolution or the covenants and agreements herein contained. All acts, conditions anc things relating to the passage of this Resolution, required by the Constitution or other laws of the State to happen, exist and be performed precedent to the passage hereof, exist, have happened, anc have been performed as so required. Page 5 of 6 i S i 7 !2 13 14 IS I6 17 to 2% 20 33 14 311 Temp. Reso. E5951 5ECTiON 13 _ If any one o: more of the covenants, agreements or provisions herein contained shal be held contrary to any express provisions of law or contrary to th policy of express law, though not expressly prohibited,, or agains public policy, or shall for any reason whatsoever be held invalid, the such covenants, agreements or provisions shall be null and void an shall be deemed separable from the remaining covenants, agreements a provisions, and shall in no way affect the validity of any of the othe provisions hereof or of the Bonds. SECTION 14 All Resolutions or parts thereo in conflict with the provisions herein contained are,, to the extent o such conflict, hereby superseded and repealed. GspCTTON IS! This Resolution shall take effect immediately upon its adoption. VC PASSED AND ADOPTED AND APPROVED this 147 Of 1990. ATTEST: CAROL A.EVANS CITY CLERK I HEREBY CERTIFY that I have approved this Resolution as to form: ALAN F . RW CITY ATTORNEY NORMAN ABRAMOWI MAYOR RECORD OF COUNCIL VOTE MAYOR ABRAMm — DISTRICT 1: CIM ROHR DISTRICT 2: C/M SCHUMANN DISTRICT 3: VIM HOFFMAN DISTRICT 4: C'►IM BENDER Page 6 of 6