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Home My WebLink About2013-016 Allowing the Capital Trust Agency to Utilize the City’s Tax Equity and Fiscal Responsibility ActRESOLUTION NO. 2013-016 of the CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA This RESOLUTION, duly adopted as of the kS day of _, 2013, by the CITY OF OCOEE, a municipal corporation of the State of Florida (hereinafter referred to as the "Local Agency "), WITNESSETH as follows; WHEREAS, the CAPITAL TRUST AGENCY (the "Issuer ") has represented to the Local Agency that it is a legal entity and public agency duly created under Chapters 163, Part i and 617, Florida Statutes; and WHEREAS, the Issuer has further represented that it is empowered to issue revenue bonds for the purposes described on Schedule I attached hereto, and as further described in that certain Notice of Public Hearing published on June 6, 2013 in the Orlanclo Sentinel (the "Local Care Project"') within the jurisdiction of the Local Agency; and WHEREAS, Windermere Senior Living, LLC., a Florida limited liability company, or one or more of its affiliates (as applicable, the "Borrower "), has requested the Issuer to issue its revenue bonds in one or more series for the Local Care Project and loan the proceeds of such bonds to the Borrower to finance or refinance the Local Care Project; and WHEREAS, the Issuer is willing to issl.re approximately $35,000,000 of its revenue bonds (the `Bonds ") from time to time in one or more series to provide the financing requested by the Borrower for the Local Care Project; and WHEREAS, the Local Agency held a public hearing on June 18, 2013 and the City Commission of the Local Agency thereafter approved the Local Care Project and the issuance of the Bonds by the Local Agency pursuant to Resolution No. 2013 -009 adopted by the City Commission of the Local Agency on June 18, 2013; and WHEREAS, the Borrower has requested that the Issuer, rather than the Local Agency, should issue the Bonds: WHEREAS, the Issuer has represented to the Local Agency that pursuant to Section 163.01, Florida. Statutes, and other applicable provisions of law, the Issuer has the authority to exercise those powers which are common to it and the Local Agency for purposes deemed desirable by the Issuer and the Local Agency, including, but not limited to issuing bonds (1) to finance the Local Care Project located within the jurisdiction of the Local Agency in accordance herewith, (2) to establish reserves therefor, and (3) to pay the costs of issuance thereof. BE IT RESOLVED BY THE CITY COMMMISSION OF THE CITYOF OCOEE, FLORIDA: Section 1. Application; Substitution of Bonds. The City Commission of the Local Agency confirms its intention that the approval of the Local Care Project and the issuance of the Bonds by the Local Agency contained in Resolution 2013 -009, which occurred following the MW —Ocoee Resolution — (C7 A- A11Sports SLC) — 2059243.0043 — 10/03/2013 — 51404802v2 1 public hearing held by the City Commission described above, will apply with respect to the issuance of the Bonds by the Issuer as opposed to the Local Agency as described herein. The Issuer is responsible for the issuance of the Bonds and shall apply sufficient proceeds of the Bonds from time to time for the purpose of financing the Local Care Project as the Issuer shall determine by making funds available to the Borrower for the local Care Project. The Issuer shall be the bond - issuing agency with respect to such Local Care Project for the Bonds. All revenues generated by bonds issued pursuant to a resolution of the Issuer and by the use of the proceeds thereof, will be administered by the Issuer or its agents and all payments due from such revenues shall be paid by the Issuer or its agents without further action by the Local Agency. Section 2. Administration. The Issuer shall bear fi.lII responsibility for administering the issuance of the Bonds by and through its employees, agents and officers: provided however, that the Local Agency shall have all applicable rights granted by law and the right to require reasonable reporting on programs operated by the Local Care Project. The Issuer shall have full authority and responsibility to use the bond volume allocation assigned to the Local Care Project by the Florida Division of Bond Finance, and negotiate, define, validate, market, sell, issue and deliver the Bonds, based upon the amounts required for the financing of the Local Care Project, and to take such other action as may be necessary or convenient to accomplish such purpose, and the Local Agency shall have no responsibility therefor.. Section 3. Reimbursement of Local Agency. The fees and expenses of the Local Agency shall be paid by the Borrower in the manner and to the extent mutually agreed upon by the officials of the Local Agency and the Borrower at or prior to issuance of the Bonds. Section 4. Term. This Resolution will remain in full force and effect from the date of its execution until such time as it is germinated upon ten (10) days written notice to the other party hereto. Notwithstanding the foregoing, it is agreed that this Resolution and Section 8 of` Resolution 2013 -009 of the City Commission of the Local Agency [nay not be otherwise repealed, amended or terminated during any period in which any Bonds remain outstanding. Section 5. Other Approvals. '[ Resolution does not constitute approval of any necessary zoning applications or approval or acquiescence to the alteration of existing zoning or land use or approval of any other regulatory permits relating to the Local Care Project. Furthermore, nothing provided herein shall prevent the Local Agency from exercising any permitting rights, or procedures for approval or review the Local Agency may have with respect to the acquisition, construction, development, equipping or operation of the Local Care Project under law or contract, including, without limitation, any rights of approval or review with respect to land use permitting and code enforcement at any property on which the Local Care Project is located. Section 6. No Liability. Nothing herein shall be deemed to create any liability or pecuniary obligation of any kind upon the Local Agency, its officers, agents and employees. No cost, expense, charges or liabilities arising out of or attributable to the Local Agency's involvement with the financing of the Local Care Project, any governmental proceedings in connection therewith, or relating to or arising on account of this Resolution shall be imposed upon the Local Agency. Any offering, circular or official statement approved by and used in marketing the Bonds shall not reference the Local Agency other than it will include a statement MW — Ocoee Resolution — (CTA -AI I Sports SL(,)-2059243 0043 — 10/08/2013 —51404802v2 2 to the effect that Bond owners may not look to the Local Agency for payment of the Bonds and interest or premium thereon or other payments in respect thereto. The Local Agency has not done any due diligence on the Borrower. the Local Care Project or the Bonds and the Issuer shall make no representations to the contrary. No representation is made by the Local Agency as to (a) the validity or legality of the Bonds, (b) the exclusion from gross income for federal income tax purposes of interest on the Bonds, (c) the creditworthiness of the Borrower or the financial viability of the Local Care Project, (d) a recommendation to any prospective purchaser of the Bonds, (e) the likelihood of the payment of the debt service on the Bonds or (f) the legal ability of the Issuer to use the private activity bond volume allocation previously allocated to the Local Agency or rely upon Chapter 163, Florida Statutes, or utilize the public hearing process previously undertaken by the Local Agency. The Issuer is relying on its own legal advisors and not the Local Agency for determining all matters regarding its issuance of the Bonds. The Local Agency has and shall incur no liability or obligation with respect to the Bonds and by adopting this resolution, assumes no responsibility, obligation or liability, financial or otherwise, with respect to the Bonds or any assets or facilities financed thereby or in any way arising out of the issuance or sate of the Bonds or the financing, acquisition, construction or operation of the Local Care Project. Section 7. Repealing Clause. Except as provided in Section 4 hereof regarding Section 8 of Resolution 2013 -009, all resolutions or orders and parts thereof in conflict herewith, to the extent of such conflict, are hereby superseded and repealed. Section 8. Effective Date. This resolution shall take effect immediately. MW —Ocoee Resolution — (C I A -AI ISports S Q- 2059243.0043 — 10/08/2013 — 51404802Q 3 Passed and adopted as of the date first written above. (SEAL) ATTEST: --�> B it 1 1, City Clerk I " Ell-au Mell DI -a CITY OF OCOEE, FLORIDA, Mav r 0 APPROVED BY THE OCOEE CITY COMMISSION ON THE DATE FIRST ABOVE WRITTEN UNDER AGENDA ITEM NO. _77_ FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA; APPROVED AS TO FORM AND LEGALITY this day of C CI p - 4 .fL 2013 Bv: �y MW— Ocoee Resolution — (CTA- AIISLorts SLC) — 2059243.0043 — 10/08/2013 — 51404802v2 4 SCHEDULE I LOCAL CARE PROJECT The Local Care Project consists of the acquiring, constructing, developing, furnishing and equipping of senior living facilities containing approximately 72 assisted living units, approximately 48 memory support units and related common areas consisting of the acquisition of approximately 6.74 acres of land, the construction of a three -stor approximately 116,000 square feet, and the acquisition and installatio fixtures, furnishings and equipment for the elderly intended to be knov Living Facility, to be located at 11801 Roberson Road, Winter Garden, City of Ocoee, Orange County, Florida. y building containing n of related facilities, vn as nllSports Senior Florida 34787, in the MW — Ocoee Resolution — (CI A- AIISports SLQ — 2059243.0043 — 10 /08 /2013 — 51404802v2 5