RESOLUTION NO B-03

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Kathryn Wilkerson
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1 APPROVED BY ORANGE COUNTY BOARD O! COUN.n COMMISSIONERS WAR ~ l~ RESOLUTION NO B-03 A RESOLUTION of the Board of County Commissioners of Orange County, Florida approving the issuance by the Orange County Health Facilities Authority of its Revenue Bonds, Series 2007 (Adventist Long-Term Care Obligated Group), in an aggregate principal amount not to exceed $25,000,000 and the loan of the proceeds thereof to Apopka Health Care Properties, Inc., a Georgia not-for-profit corporation, Chickasaw Health Care Properties, Inc., a Georgia not-for-profit corporation, and South Pasco Health Care -PFoperties~ Inc:, a Georgia-not-for-l'rofit corporation; WHEREAS, the Orange County Health Facilities Authority (the "Authority") has been created by the Board of County Commissioners of Orange County, Florida (the "Board of County Commissioners") pursuant to the Health Facilities Authorities Law, Part ill of Chapter 154, Florida Statutes, and is authorized under the FloridaIndustrial Development Financing Act, Part II of Chapter 159 of the Florida Statutes, as amended, to issue revenue bonds for the purpose of financing and refinancing health care facilities for not-for-profit corporations; and WHEREAS, the Authority is authorized under the Florida Interlocal Cooperation Act of 1969, Section , Part I, Chapter 163, Florida Statutes (the "Interlocal Cooperation Act"), to enter into agreements with other "public agencies," as defined in the Interlocal Cooperation Act, to exercise jointly with such other public agencies any power, privilege or authority which the Authority and such other public agencies share in common and which each might exercise separately; and WHEREAS, Apopka Health Care Properties, Inc., a Georgia not-for-profit corporation ("Apopka"), Chickasaw Health Care Properties, Inc., a Georgia not-for~profit corporation ("Chickasaw"), and South Pasco Health Care Properties, Inc., a Georgia not-for-profit corporation ("South Pasco" and, collectively with Apopka and Chickasaw, the "Borrowers"), have requested the Authority to issue its Revenue Bonds, Series 2007 (Adventist Long-Term Care Obligated Group) (the "Bonds") in an aggregate principal amount not to exceed $25,000,000 and to loan the proceeds from the sale of the Bonds to the Borrowers; and WHEREAS, the proceeds from the sale of the Bonds will be used for one or more of the following purposes: (a) refinancing certain outstanding debt of the Borrowers incurred in connection with the acquisition, construction, renovation and equipping of their respective longterm care facilities listed below and (b) paying certain costs of issuance of the Bonds, including the costs of any credit or liquidity enhancement thereof; and WHEREAS, the Bonds to be issued to refinance facilities located outside of the geographical limits of Orange County, Florida and within the geographical limits of Pasco County, Florida, will be issued by the Authority pursuant to an Interlocal Agreement between the Authority and the Pasco County Health Facilities Authority; and \113753\ \2

WHEREAS, the proceeds of the Bonds will refinance the costs of acquiring, constructing, improving or renovating the facilities (including related land costs) listed below and the costs of acquiring

2 WHEREAS, the proceeds of the Bonds will refinance the costs of acquiring, constructing, improving or renovating the facilities (including related land costs) listed below and the costs of acquiring and installing equipment (including, but not limited to, medical equipment, computer equipment, office equipment and general building equipment and fixtures) at such facilities; and WHEREAS, the owner, a general functional description and the location of each facility to be refinanced with the proceeds of the Bonds, together with the estimated maximum aggregate principal amount of proceeds of the Bonds to be issued with respect to each such facility, are listed below: A. Facility owned by Apopka: Sunbelt Health & Rehab Center - Apopka, a 120- licensed-bed long-term care facility located at 305 East Oak Street, Apopka, Florida ($7,500,000); B. Facility owned by Chickasaw: East Orlando Health & Rehab Center, a 120- licensed-bed long-term care facility located at 250 South Chickasaw Trail, Orlando, Florida ($11,000,000); and C. Facility owned by South Pasco: Zephyr Haven Health & Rehab Center, a 120- licensed-bed long-term care facility located at "A" Avenue, Zephyrhills, Florida ($6,500,000); and WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), requires the approval of the issuance of the Bonds by the Board of County Commissioners, as the "applicable elected representative" under Section 147(f) of the Code, after a public hearing following reasonable public notice; and WHEREAS, attached hereto as Exhibits A and B, respectively, are copies of the publisher's affidavit evidencing publication of the Notice of Public Hearing and the Minutes of a Public Hearing held by the Authority on March 9,2007; NOW, THEREFORE, Be It Resolved by the Board of County Commissioners of Orange County, Florida, as follows: Section J. The issuance of the Bonds by the Authority in an aggregate principal amount not to exceed $25,000,000 for the purposes set forth above is hereby approved solely for purposes of Section 147(f) of the Code. Section 2. The approval given herein shall be solely for the purpose of satisfying the requirements of Section 147(f) of the Code and shall not be construed as (i) an endorsement of the creditworthiness of the Borrowers; (ii) a recommendation to any prospective purchaser to purchase the Bonds; (iii) the evaluation of the likelihood of the repayment of the debt service on the Bonds; or (iv) an approval of any zoning application or any regulatory pennit required in connection with the above-described facilities, and this Board shall not be construed by virtue of its adoption of this Resolution to have waived, or be estopped from asserting, any rights or responsibilities it may have in that regard \113753\\03759\\2-2 -

3 Section 3. Nothing contained in this approval shall be deemed to create any obligation or obligations of Orange County, Florida or the Board of County Commissioners of Orange County. Section 4. This Resolution shall take effect immediately upon its adoption. ORANGE COUNTY, FLORIDA By: Board of County Commissioners.-t 1 :;-:~~fooi'f!!n;e, County Comptrol1er As Clerk of the Board of County Commissioners Deputy County Clerk \ \ \2-3 -

4 EXHIBIT A Publisher's Affidavit

~ 'N V_O_I_L_t ~J J AMOUNT 520. O~ BILlEOACCOUNT UCO 1.i"( U~L 1 l.. fa_ L' U~:; I/;;;. OX 2809,NDO FL 10 ACCOUNT NO. 17 OATE.,53004 ()2l23/07 143460001 32802280C; us 18 DOCUMENT NO.

5 ~ 'N V_O_I_L_t ~J J AMOUNT 520. O~ BILlEOACCOUNT UCO 1.i"( U~L 1 l.. fa_ L' U~:; I/;;;. OX 2809,NDO FL 10 ACCOUNT NO. 17 OATE.,53004 ()2l23/ C; us 18 DOCUMENT NO Orlando Sentinel communic.tlon lando rltinel 3d Doily publisher of ORLANDO SENTINEL 633 NORTH ORANGE AVENUE ORLANDO, FLORIDA LEGAL ADVERTISING :t of jfloriba } S.S. TY OF ORANGE li:eorah M. 'I'ONEY e the undersigned authority personally appeared ---7""""---,--- -:--:----:-:---,_-:--::-:,---:-:-:---= --,--:-;-_-:-:::-:-'""'"' who on oath sa ys.he is the Legal Advertisinc J3eoresentative of Orlando Sentinel, a dally per published at UR!ANIXJ in blie County, Florida; attachedcopyofadvertlsement,belnga NOTICE OF PUHL.!C H atter of ~* wt'!r*~ 9.,,-,.-'-:0.lfiRuA""J\'GElA?f:... ~~--;-_-.;--;:.-:=:'"';-;:;--r;:::=- Court, IIshed in said newspaper in the Issue; of --.:O!.l;2...,,:..c' 2=.;:3:.L/...l:O~7""-,t further says that the said Orlando Sentinel Is a newspaper published at [.ANfX),in said mu.l.tsge County, Florida,.t the said newspaper has heretofore been continuously published in ORM'GE County, Florida, eek Day and has been entered as second-class mail matter at the post OlUJ\NOO In said :AN3E County, Florida, Iriod of one year next preceding the first publication of the attached advertisement; and affiant further says that he/she has neither paid :>mised any person, firm or cor~oration any discount, rebate, lsion or refund tor the purpose securing this adve ement for tion in the said newspaper.....:incrj. v..._,.. c..... ;--..

7 EXHIBIT B Minutes of Public Hearing

8 MINUTES OF A PUBLIC HEARING of the ORANGE COUNTY HEALTH FACILITIES AUTHORITY held in the First Floor Media Room 105 at the Orange Cmmty Administ~ ation Center, 201 South Rosalind Avenue. Orlando, Florida, at 7:30 A.M. on Friday, March 9,2007. The Orange County Health with the following members presen : acilities Authority (the "Authority") held a public hearing hairman V ice Chairman Member Member Member Absent: At 7:30 A.M., the Chairman of the Authority called the public hearing to order. The Chairman stated that the purpose of the meeting included conducting a public hearing, pursuant to published notice as required by law (Section 147(f) of the Internal Revenue Code of 1986, as amended). on the proposed issuance by the Authority of its Revenue Bonds, Series 2007 (Adventist Long-Term Care Obligated Group) in an aggregate principal amount not to exceed $25,000,000 (the "Bonds"). The Chairman stated that the proceeds of the Bonds will be loaned to Apopka Health Care Properties, Inc., Chickasaw Health Care Properties, Inc. and South Pasco Health Care Properties, Inc. each a Georgia not-far-profit corporation, and that the proceeds of the Bonds will be used for the purposes described in said notice. The Chairman stated that the notice of the public hearing was published on6bf"""j12~, 2007 in The Orlando Sentinel, a newspaper of general circulation in Orange County, Florida. The Chairman presented the publisher's affidavit for the above-described publication, with newspaper clipping attached (a copy of which is attached hereto as Exhibit A), which affidavit shall be placed on file in the office of the Authority as part of the permanent records of the Authority. The Chairman then announced that all interested persons wishing to contend for or protest against the issuance of the Bonds would be heard and that all oral or written statements would be considered. OCH FA TEFRAM inules.doc

9 All interested persons wishing to speak were then given the full opportunity to be heard; the persons so speaking were as follows: NAME ADDRESS A summary of the views so expressed, if any. is attached hereto. All interested persons wishing to file written statements were given the full opportunity to do so; the persons filing written statements were as follows: NAME ADDRESS Copies of all such written statements, if any, are attached hereto. Prior to the public hearing, the Authority solicited written statements from interested persons pursuant to an invitation set forth in the public notice referred to above; the persons filing written statements with the Authority pursuant to such invitation were as follows: NAME ADDRESS Copies of all such written statements, if any, are attached hereto.

10 Thereupon, after all persons desiring to speak or submit written statements had been permitted to do so, the Chairman stated that the public hearing on the proposed issuance of the Bonds was concluded. DATED [his 9th day of March, [SEAL] - 3 -

11 EXHIBIT A PUBLISHER'S AFFIDAVIT._.. '._... _.. _...7

12 l"--- I N_V_O_I C_E_---.-;J J BILLED AC< OUNI JIo'If\lut:;;:, ut(u;:'lj! '-'I", uu;-::' Jr.r. AMOUNT 520. O~ 19 Orlando Sentinel ) BOX 2809 communlcetlons ILANDO FL Ci us , - " _-_ _. _ _.. publisher of C5RLAN()OSEf~Tn'rf[ UfllACCOUNT NO. 17 DAre 18 DOCUMENT NO. 633 NORTH ORANGE AVENUE ORLANDO, FLORIDA (,)2/23/07 16 LEGAL ADVERTISING ) rlando entinel lished Doily tatt of jf10riba } S.s. UNTY OF ORANGE IEEORAH M. 'roney 9~~~O~R~A~NGE~h- ~~~ ~~~~~~ Court, published In said newspaper in the issue; or--"o""2=-< J 7c..J2.",.,.3""'/~O""'7'-- fflant further says that the said Orlando Sentinel is a newspaper published at Om...nMX), in said ORANGE County, Florida, that the said newspaper has heretofore been continuously published in ORM'GE County, Florida, I Week Day and has been entered as second-class mall matter at the post I In ORT J!.NlX) in said ORANGE County, Florida,, period of one year next preceding the first publication of the attached, of advertisement: and affiant further says that he/she has neither paid prom ised any person, firm or cor~oration any discount, rebate, mission or refund for the purpose securing this advert ement for ication in the said newspaper. ' : E:VERl..,.. ':.. "

m-o+ aoocx Lee County Board of County Commissioners Agenda Item Summary

m-o+ aoocx Lee County Board of County Commissioners Agenda Item Summary Lee County Board of County Commissioners Agenda Item Summary Blue Sheet No. 20020791 1. REOUESTED MOTION: ACTION REQUESTED: Adopt resolution approving the issuance of Lee County Industrial Development