Loading...
Resolution 401-1990 Monroe County Commission C' Ln 0;:' c::? CJ c', "l:t u' 0- n.: cr. \0 I C'I lJ... Q.. l..LJ Cl (;>':l L.L.J ....J ~ u.. RESOLUTION NO. 401_1990 A RESOLUTION OF THE BOARD OF COUNTY COMMIS- SIONERS OF MONROE COUNTY, FLORIDA, APPROVING A JOINT PROGRAM WITH OSCEOLA COUNTY AND THE O~EOLA COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY FOR THE ISSUANCE BY THE OSCEOLA wCoUNTY INDUSTRIAL DEVELOPMENT AUTHORITY OF ~REUENUE BONDS TO FINANCE A LOAN PROGRAM FOR =;::QUALIFYING HEALTH CARE PROVIDERS IN OSCEOLA COYNTY, MONROE COUNTY, AND OTHER CITIES AND C~NTIES IN FLORIDA; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN... INTERLOCAL AGREEMENT; AND PROVIDING ~~TAIN OTHER DETAILS WITH RESPECT THERETO. :::=1 C> :I: WHEREAS, pursuant to Chapter 163, Florida Statutes, as amended, (the "Interlocal Act") Monroe County, Florida, ("Monroe County") is authorized to enter into interlocal agreements with other public agencies (as such term is defined in the Interlocal Act) of the State of Florida to provide for the joint exercise of powers, privileges and authority which Monroe County and the other public agencies share in common; and WHEREAS, pursuant to the provisions of Chapter 159, Part II, Section 125.01, Florida Statutes, as amended, (the "Act") Osceola County, Florida ("Osceola County") has heretofore created the Osceola County Industrial Development Authority (the "Authority"); and WHEREAS, the Authority is authorized to issue revenue bonds or other obligations for the purpose of financing and refinancing qualified projects and for certain other purposes as more fully described in the Act; and WHEREAS, in accordance with Section 159.416 of the Act, the Authority is establishing a pool financing program (the "Pro- gram") involving the financing and refinancing of the costs of health care facilities by the issuance of its Revenue Bonds (Community Provider Pooled Loan Program) in one or more series and its Taxable Revenue Bonds (Community Provider Pooled Loan Program) in one or more series (collectively, the "Bonds"); and WHEREAS, by pooling the financial resources of such health care facilities throughout the State of Florida, the benefits of lower interest rates and economies of scale associated with a large scale financing may be obtained; and WHEREAS, Osceola County, the Authority and other public agencies within the meaning of the Interlocal Act have expressed an interest in pursuing a joint program for the issuance of the Bonds for Osceola County and certain other cities and counties in the State of Florida; and WHEREAS, the Monroe County has been advised that Mental Health Care Center of the Lower Keys, Inc. has applied for a loan under the Program to finance the acquisition and renovation of an outpatient clinic providing alcohol, drug abuse and mental health services in Monroe County (the "Project"); and WHEREAS, Osceola County, the Authority and Monroe County constitute public agencies for purposes of the Interlocal Act; and WHEREAS, such a program would benefit Monroe County and aid in providing affordable loans to health care providers within the jurisdiction of Monroe County; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, that: Section 1. Authority. This Resolution is adopted pursuant to the provisions of the Interlocal Act and other applicable law. Section 2. Findin~s. Monroe County has found and determined and hereby declares that: (a) The Program serves a public purpose by advancing the public health and general welfare of the residents of Monroe County. (b) Monroe County will be able to cope satisfactorily with the impact of the health care facility or facilities being financed or refinanced in its jurisdiction and has provided or will be able to provide or cause to be provided, when and if needed, the public facilities, including utilities and public services, that will be necessary for the construction, operation, repair and maintenance of the health care facility or facilities and on account of any increases in population or other circumstances resulting therefrom. 2 (c) In order to realize the benefits of lower interest rates and economies of scale associated with a large scale financing and because of the common plan of financing offered by the Program, it is in the best interest of Monroe County to authorize the issuance of the Bonds by the Authority to implement the Program for Monroe County, Osceola County and other cities and counties within the State of Florida. (d) In order to implement such a Program, it is in the best interest of Monroe County to enter into an Interlocal Agreement with the Authority, Osceola County and other cities and counties which are or will be parties thereto. Such Agreement states that Monroe County shall not be liable for the costs or damages or any other expenses occasioned by this issue. Section 3. Authorization of Form of Interlocal Agreement. The execution and delivery of the Interlocal Agreement, authorizing the issuance of the Bonds by the Authority to implement the Program and the execution and delivery of various documents in connection therewith, a proposed form of which is attached hereto as Exhibit "A" (the "Interlocal Agreement") is hereby authorized. The form of the Interlocal Agreement attached hereto as Exhibit "A" is hereby approved, subject to such changes, insertions and omissions and such filling of blanks therein as may be approved and made in such form by the officers of the Authority and Monroe County executing same, such execution and delivery to be conclusive evidence of such approval. Section 4. Authorization to Execute. The Mayor and the Clerk of Monroe County are hereby authorized and empowered to execute and deliver the Interlocal Agreement, subject to such changes, modifications, additions, deletions and substitutions as such officials executing same shall approve, such execution to be conclusive evidence of such approval and to affix thereto or impress thereon the seal of Monroe County. 3 Section 5. Opinion of Counsel. Counsel to Monroe County is hereby authorized and directed to provide the opinion required by Section 4 of the Interlocal Agreement. Section 6. Effective Date. This Resolution shall be entered of record and shall take effect immediately upon adoption. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County. Florida. this .JIII,_ day of 4" J ,,,."t . 1990. BOARD OF COUNTY COMMISSIO~mRS OF MONROE COUNTY, FLORIDA BY:ok~ MAYOR/CHAIRMAN (Seal) Attest: DANNY L. KO:uHAGE, Clerk d.L~~f)~ /tPPROVED AS TO "Oftil' , AND LEGAL S -FV'IErVCY. flY 4 "..''j ",..,~,I,,',,', " .,~ ;~ I,'",;,~,', .. , ' '!i I~ ~:;; .:~ '~t ," .t ~ j~ I .1 ,j I EXHIBIT A FORM OF INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT made and entered as of this 1st day of September, 1990, by and among Osceola County, Florida ("Osceola County"), the Osceola County Industrial Development Authori ty (the "Authority") and Monroe County, a county located in the State of Florida and being a political subdivision thereof (each, a "Governmental Unit" and, collectively, the "Governmental Units"). WIT N E SSE T H: WHEREAS, pursuant to Chapter 163, Florida Statutes, as amended, (the "Interlocal Act") Osceola County and the Authority are authorized to enter into inter local agreements with other public agencies (as such term is defined in the Interlocal Act) of the State of Florida to provide for the j oint exercise of powers, privileges and authority which Osceola County, the Authority and the other public agencies share in common; and WHEREAS, Osceola County, the Authority and Monroe County constitute public agencies for purposes of the Interlocal Act; and WHEREAS, pursuant to the provisions of Chapter 159, Part II, Section 125.01, Florida Statutes, as amended, (the "Act") Osceola County has heretofore created the Authority; and WHEREAS, the Authority is authorized to issue revenue bonds or other obligations for the purpose of financing and refinancing qualified projects and for certain other purposes as more fully described in the Act; and WHEREAS, in accordance with Section 159.416 of the Act, the Authoritx is establishing a pool financing program (the "Program ') involving the financing and refinancing of the costs of health care facilities by the issuance of its Revenue Bonds (Community Provider Pooled Loan Program) in one or more series and its Taxable Revenue Bonds (Community Provider Pooled Loan Program) in one or more series (collectively, the "Bonds"); and WHEREAS, the term of the loans made pursuant to the Mortgage and Loan Agreements will not be later than the final maturity date of the Bonds; and A-I , ,~ ':,: \., WHEREAS, in connection with the issuance of the Bonds, the Authority will enter into an Indenture of Trust, multiple Mortgage and Loan Agreements and other necessary documents; and WHEREAS, because of the common plan of financing of the health care facilities, the pooling of financial resources of such public agencies throughout the State of Florida will produce the benefits of lower interest rates and economies of scale associated with a large scale financing; and WHEREAS, unless such economies are realized, the issuance of the Bonds would not be feasible; and WHEREAS, the Interlocal Act authorizes Osceola County, the Authority and Monroe County to enter into this Agreement and confers upon the Authority authorization to issue the Bonds and conduct the Program for the benefit of Monroe County and other Governmental Units; and 1 .. :j I ,I I J i WHEREAS, it is the intent of the parties hereto to provide an additional method of financing and refinancing for qualified projects within the area of operation of Osceola County and the Governmental Units through the exercise of the joint powers of Osceola County and the Governmental Units by and through the Authority in the manner set forth herein; and WHEREAS, Monroe County desires to agree to the issuance of the Bonds by the Authority and the execution and delivery of documents and instruments related thereto. ;~.. NOW, THEREFORE, the parties hereto agree as follows: Section 1. Authorization to the Authority. Monroe County hereby authorizes the Authority to issue the ~onas to provide for the implementation of the Program for Monroe County and to enter into an Indenture of Trust, various Mortgage and Loan Agreements and such other documents and instruments as may be necessary in connection therewith. All proceeds of any of the Bonds of the Authority will be administered by the Authority or its agents (as set forth in Section 2 below) and all payments due from such revenues shall be paid by the Authority or its agents without further action by Monroe County. The Authority shall have all power and authority of Monroe County to issue the Bonds and to do all things necessary or convenient to the implementation of the Program for Monroe County, to the same extent as if Monroe County were issuing its own obligations for such purposes. It is the intent of this Interlocal Agreement that the Authority be vested, to the maximum extent permitted by law, with all powers which Monroe County might exercise with respect to the Program. A-2 I 1/:'; .~ ~ ,{,~; W 1:/ ./1; , :., Section 2. Allocation of Responsibilities and Expenses. If the Bonds are issued; the Authority shall be the sole issuer of the Bonds and the Bonds shall not identify Monroe County as an issuer or obligor of the Bonds. Monroe County shall not be responsible for any undertaking in connection with the Bonds except as set forth herein. The Authority and its counsel shall take all actions it deems necessary or appropriate in connection with the issuance of the Bonds, including, in its discretion, the preparation, review, execution and filing with government agencies of certificates, opinions, agreements and other documents to be delivered at the closing of the Bonds and the establishment of any funds and accounts pursuant to the Indenture of Trust. Monroe County shall not be liable for the costs, or damages or any other expenses of issuing the Bonds or the cost incurred by any of them in connection with the preparation, review, execution or approval of this Interlocal Agreement or any documentation or opinions required to be delivered in connection therewith by Monroe County or its counsel. The fees and expenses of counsel to Monroe County in that connection shall be paid from the proceeds of the sale of the Bonds or by the Mental Health Care Center of the Lower Keys, Inc. Section 3. Term. This Interlocal Agreement will remain in full force and effect from the date of its execution until such time as it is terminated by any party upon ten (10) days' written notice to the other party hereto. Notwithstanding the foregoing, it is agreed that this Interlocal Agreement may not be terminated by any party during any period that the Bonds issued as contemplated hereby remain outstanding, or during any period in which the proceeds of such Bonds are still in the possession of the Authority or its agents pending distribution, unless the parties of to this Interlocal Agreement mutually agree in writing to the terms of such termination. It is further agreed that in the event of termination the parties to this lnterlocal Agreement will provide continuing cooperation to each other in fulfilling the obligations associated with the issuance of Bonds pursuant to this Interlocal Agreement. In the event the Bonds are not issued by the Authority within twelve months from the date hereof, this Interlocal Agreement shall terminate and be of no further effect. i 1 .~~ i ',. ~'~ , <1 , " .;:t :; ~'4 .~ -, ,.~ ") ", ::i J ';1 .~ Section 4. Representations, and Lep;al Opinions. Monroe County represents as to 1tself as tollows and agrees to deliver to the Authority on or prior to the date of issuance of the Bonds an opinion of counsel to Monroe County dated the date of issuance of the Bonds and addressed to the Authority, to Bryant, Miller and Olive, P.A., bond counsel to the Authority, and to Honigman, Miller, Schwartz & Cohn, counsel to the Authority, substantially to the effect that: A-3 .' ':-:-.. "- ,~ :.~. .,. 'f (a) It is duly organized and validly existing under the constitution and laws of the State of Florida, with full legal right, power and authority to enter into this Interlocal Agreement to issue revenue bonds under the Act for the purposes of financing and refinancing the costs of health care facilities; (b) This Interlocal Agreement has been duly authorized, executed and delivered by it and, subject to compliance with Section 5 hereto, constitutes the legal, valid and binding special obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by 1) bankruptcy, moratorium, reorganization or similar laws affecting the rights of creditors generally; or 2) the general principles of equity. (c) Neither the execution or delivery by it of this Inter- local Agreement, nor the fulfillment of the terms and conditions hereof (i) conflicts with or violates the constitution, any law or government regulation of the State of Florida or, to the best of such counsel's knowledge after consultation with the County Attorney, any other local law or ordinance or (ii) to the best of such counsel's knowledge, after consultation with the County Attorney, conflicts with, violates, constitutes a default under or results in any breach of any term or condition of any judgment or decree, or any agreement or instrument to which it is a party or by which it or any of its properties or assets are bound; (d) Except for such action as has already been taken or is required to be taken by this Agreement, no approval, authoriza- tion or order of, or any consent or declaration, registration or filing with, any governmental authority of the State of Florida or any referendum or other action of voters is required for the valid execution, delivery and performance of this Interlocal Agreement by it; and (e) Except as disclosed in writing to the Authority, to its best knowledge, after consultation with the County Attorney there is no action, suit or proceeding at law or in equity, or any official investigation before any court of governmental authority nor any referendum or other voters' initiative pending or, to its best knowledge, threatened against it which might adversely affect the validity of the Bonds or this Interlocal Agreement or which, if adversely determined, would adversely affect the validity, legality or enforceability of this Interlocal Agreement as to Monroe County. Section 5. riling. It is agreed that frior to issuance of the Bonds, this Interlocal Agreement shal be filed with the clerk of the circuit court of Osceola County and with the clerk of the circuit court of Monroe County, as required by Section 163.01 (11) of the Interlocal Act. "itj ;, '~ oj .~ '~ A '1 .';..~ ,i j I', 1 ~"1 .':.; ) ,~ J'4:, 'foi \, '( ;,. iJ A-4 ~~ \. t r~...'..:____ t; ..~~~ '1/,\ ~ ," ~ Section 6. Limited Obligation. The Bonds shall not consti- tute a debt or obligation of Osceola County, the Authority, Monroe County or any other Governmental Unit. Neither Osceola County, the Authority, Monroe County nor any other Governmental Unit shall be liable for payment of the principal of, premium, if any, or interest on the Bonds. Neither the faith, revenues, credit nor taxing power of Monroe County, any other Governmental Unit or Osceola County shall be pledged to the payment of the principal of, premium, if any or interest on the Bonds. The Bonds shall be payable as to principal, premium, if any, or interest solely from the Trust Estate established pursuant to the Indenture of Trust. Provisions substantially to the effect of the foregoing shall be included in the Bonds. Section 7. Offering Documents. Osceola County agrees that any offering circular or official statement approved by the Authority and used in marketing the Bonds will include a state- ment that Bondholders may not look to the Monroe County for payment of the Bonds and interest or premium thereon, or any damages resulting from their non-payment. Section 8. Execution in Counter~arts. This Interlocal Agreement shall be executed in severar counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. , :-< .,~ ,. '~, '] IN WITNESS WHEREOF, the parties have entered into this Interlocal Agreement on the day and year first written above. ~ ~ ;J ~ 'I J ... ,~~ :~ I ~ ,~ '~ 1 (SEAL) ATTEST: BY: TITLE: (SEAL) OSCEOLA COUNTY, FLORIDA BY: TITLE: OSCEOLA COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY ATTEST: BY: TITLE: BY: TITLE: (SEAL) ATTEST: BY: TITLE: MONROE COUNTY, FLORIDA BY: TInt: A-5 I1PPROVED AS TO r(JRM ....;;~~~~ 'j ,"""",""" ~_.