Resolution 358A RESOLUTION OF THE CITY OF LONGWOOD, FLORIDA,
DECLARING THE INTENTION OF THE CITY COMISSION
OF THE CITY OF LONGWOOD, FLORIDA, WITH RESPECT
TO THE PROPOSED PLANT OF FINANCING THE COST OF
CONSTRUCTING AND ACQUIRING A NURSING HOME IN
TitE CITY OF LONGWOOD BY A NONPROFIT CORPORATION
AND AGREECITHT TO ACCEPT A GRANT TO Till CITY OF
LONGWOOD OF TITLE TO SUCH NURSING HOME UPON
RETIREMENT OF THE BONDS TO BE ISSUED INEUSANT
r0 SUCH PLAN.
WHEREAS, Che City of Longwood, Florida, a Municipal
corporation, under the laws of the State of Florida (h ere inafcer
called the "City"), has bee, xequested by Mediplex, Inc., a
hississippi corporation with its principal office i.n Sackeon,
Mississippisaid corporation being engaged in ehe management
and per —ion of nursing homes, to endorse. and encourage eae
organization and me ation of a nonprofit c acron under
and pursuant co the provisions of the Florida nonprofit corpora. I.
s eaeuees, to be known as Longwood Uealth Authority, Inc. (herein-
after Called the "Corporation"), solely fox the purpose of making
a nursing hone available .o the crt hens and inhab'itanes of ehe
City; and
WHEREAS, it i.s ehe underetand'ing of the City that the
Corporation will constxuct and acquire the nursing hone which
will be within the terrrcorial limits of Che City (hereinafter
referred to as ehe "Project") and upon retirement of the bonds
hereinafter mentioned will donate said property to the City; and
WHEREAS, it rs further the understanding of the City
that rn order to finance the Cost of the Proj etc, the Corporation
will issue its bonds, the principal of and interest on which shall
be payable solely from ehe rentals and revenues to be derived
Iron the leasing and operation If the Project; and
WHEREAS, it is further ehe understanding of the City
that the proceeds from the sale of said bonds will be used solely
For ehe specific corporate p,rpose of providing fonds for the
financing of the con st race ion and ac qu iseion of ehe Project and
Che Corpora. ion -ll not make and does not intend to make any
profit by —1— of any business or venture rn which it may engage
r
or by reason of the coast rut ciao and acquisition of the project
and its subsequent operation and no part of "I Corporation's
Ill earnings, if any, will inure to the benefit of any D son,
firm or corporation except the City and the Corporation's sole
,urpose of existence is to provide financing for and make a
nursing home available to cvc izens and inhabitants of ehe City;
and
WHEREAS, it
is further The understanding of the City
[hat [he auehoxity and power of The Corporation will be vested
in a Hoard of Direceors who are interested in ehe progress of su
activities and in ehe general healc'n of The cvcvzens and inhabic-
rts of the City; and
WHEREAS, it i, further ehe understanding of the City
�that ehe cransacc von contemplates and provides an arrangement
whereby all of the Corporation's nigh e, title and in T,I.I Tn and
Ill
the real and personal property, including the Project,
shall be donated To and ve sT in the city upon recirem eat of said
bonds, and the city has determined and does hereby find and
det ermine chat such Proj etc and plan of financing the same as
herein described is in the best interest of the health and welfar
of the cvcvzens and inhabitants of the City and it vs proper and
appropriate chat the City declare il, intention to cooperate
uch trap sacevon upon The eezms and conditions here ina£eer see
for , and
1MREAS, Mediptex, Inc. hes requested the City To
indicate co it its vn Tendon in this respece in order to induce
The organ i_acion of ehe proposed corporation and said proposed
corporation's agents, attorneys and other professional advisers
o proceed with the 1—It uc Tion and acquisition of the Y,.ject
..and incur expenses in connect von therewith, and The City',
I a re is ipat ion in this plan If financing the Project and irs
,acquisition of the Project upon retirement of said bonds will
qualify such bonds as tax-exempt oblig.lions for purposes of ehe
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Internal Revenue Code of 1954, as amended, which wiLl result in
a reductroh of the Corporation s interest expenses with ...Pete to
ene financing of the Project, and Che willingness of the City co
participate in the Project and accept title co such facilities
upon retirement of said bands is an important fact in determining
the financial feasibility of the acquisition of the Project.
NOR, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY
OF LON—OD, FLORIDA, AS FOLLOWS:
1. The creation of a nonprofit corporation for the
purposes described in the foregoing recitals rs hereby approved
and the City shall proceed to approve Incorporators Co proceed
with the incorporation of Longwood Health Authority, Inc.
_. In order to induce the Tt,F,FIlator. to incur
ses for the initiation of the acquisition of the Project and
its financing, the City hereby consents to accept as a gift the
unencumbered fee simple title to the 1111 and Personal property
cons tecuring the Project upon ..cerement of said bands to be
issued by the Corporation to finance the cost of the acquisition
If the P.aject.
3. The City will adopt additional ....1-i.ne approving
the form of the bonds co be issued by the Corporation and determ-
tning chat the Indenture of Mortgage and Deed of Trust and Medical
Facility Lease Agreement to be entered into by the Corporation
in connection with the financing of the Proj.ce cantata nothing
obj ec eionab le to the Ciry.
4. Nothing herein contained shall be construed to
create any obligation, direct, indirect or contingen I, the
pa L of the City to pay any part of the cost of the Project to any
expense of the operation o- the Project or such financing, or to
operate 11 maintain Che Project, and the bonds to be issued by
toe Corporation shall not constitute Che debt or obligae ton of
the City.
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