Resolution 154-2007
RESOLUTION NO. 154-2007
RESOLUTION APPROVING AN INTERLOCAL AGREEMENT
WITH THE CITY OF SOUTH MIAMI HEALTH FACILITIES
AUTHORITY AND AUTHORIZING ITS EXECUTION AND
DELIVERY BY THE MAYOR OR HIS DESIGNEE;
APPROVING THE ISSUANCE AND SALE BY THE CITY OF
SOUTH MIAMI HEALTH FACILITIES AUTHORITY OF ITS
REVENUE BONDS FOR THE BENEFIT OF MARINERS
HOSPITAL, INC. PURSUANT TO SUCH INTERLOCAL
AGREEMENT AS REQUIRED BY SECTION 147(F) OF THE
INTERNAL REVENUE CODE, AS AMENDED; AND
PROVIDING FOR OTHER RELATED MATTERS.
WHEREAS, Monroe County, Florida (the "County") is a political subdivision existing
under the laws of Florida and a "local agency" with the power to issue revenue bonds for the
purpose of providing funds to pay all or any part of the "cost" of a "project" constituting a
"health care fucility," as defmed in Sections 159.27(2), (5) and (16), respectively, of the Florida
Industrial Development Financing Act (Part II of Chapter 159, Florida Statutes), as amended (the
"Industrial Act") and to issue revenue refunding bonds for the purpose of refunding any bonds
then outstanding which shall have been issued under the provisions of Part II of the Industrial
Act; and
WHEREAS, the City of South Miami Health Facilities Authority (the "Authority") is a
"health facilities authority" as defined in Section 154.205(2) of the Florida Health Facilities
Authorities Law (Part III of Chapter 154, Florida Statutes), as amended (the "Authority Act"),
with power, among other things, to issue revenue bonds for the purpose of assisting "health
facilities" (as defined in Section 154.205(8) of the Authority Act) in the acquisition, construction,
renovation, rehabilitation, furnishing and equipping of "projects" (as defmed in Section
154.205(10) of the Authority Act), to issue revenue bonds for the purpose of refunding
outstanding obligations issued, made or given by a health facility for the cost of a project and to
issue refunding bonds to refund any of its revenue bonds then outstanding (Section 154.209(10)
CHI-1576665v3
Florida Statutes); and the Authority is also a "local agency" under Section 159.27(4) of the
Industrial Act, with the power to issue revenue bonds for the purpose of providing funds to pay
all or any part of the "cost" of a "project" constituting a "health care fuci1ity" (as defmed,
respectively, in Sections 159.27(2), (5) and (16) of the Industrial Act) and to issue revenue
refunding bonds for the purpose of refunding any bonds then outstanding which shall have been
issued under the provisions of Part II of the Industrial Act; and
WHEREAS, the County and the Authority are each a "public agency" as defined in
Section l63.01(3)(b) of the Florida Interlocal Cooperation Act of 1969 (Section 163.01, Florida
Statutes) (the "Interlocal Cooperation Act") and as such "public agencies" are authorized to enter
into interlocal agreements pursuant to Section 163.01(5) of the Interlocal Cooperation Act for the
joint exercise of powers which they share in common and which each might exercise separately;
and
WHEREAS, in order to accomplish economies of scale and other cost savings, and to
reduce the costs of providing health care services, Mariners Hospital, Inc., a Florida not for profit
corporation (the "Interlocal Borrower"), with facilities located within the boundaries of the
County and outside the boundaries of the City of South Miami, has requested that the County
enter into an interlocal agreement (the "Interlocal Agreement") with the Authority, pursuant to
the Interlocal Cooperation Act, to authorize the Authority to issue one or more series of revenue
bonds (the "Bonds") to finance or refinance such facilities, which Bonds shall be in an aggregate
principal amount not exceeding $800,000,000, and to loan a portion of the proceeds thereof to
the Interloca1 Borrower to, among other things, (i) refund a portion of the $104,205,000 City of
South Miami Health Facilities Authority Hospital Revenue Bonds, Series 1998 (Baptist Health
Systems Obligated Group) (the "Series 1998 Bonds"); (ii) fund a debt service reserve fund for
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CHI-1576665v3
the benefit of the Bonds, if deemed necessary or desirable by the Interlocal Borrower; (iii) fund
interest accruing on the Bonds; and (iv) pay certain expenses incurred in connection with the
issuance of the Bonds, including, without limitation, the cost of any credit enhancement or
liquidity enhancement, if deemed necessary or desirable by the Interlocal Borrower, all as
permitted by the Authority Act, the Industrial Act and the Interlocal Cooperation Act and all as
more fully described in the Interlocal Agreement; and
WHEREAS, the Board wishes to approve the Interlocal Agreement and to authorize its
execution and delivery by the Mayor or his designee for the reasons set forth above; and
WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the
"Code"), provides that the elected legislative body of the governmental unit which has
jurisdiction over the area in which the facility financed or refinanced with the proceeds of tax
exempt bonds is located is to approve the issuance of such bonds after a public hearing; and
WHEREAS, the ii1cilities refinanced with the proceeds of the Bonds are located in
Monroe County, Florida and the Board of County Commissioners of Monroe County, Florida
(the "Board") is the elected legislative body of the County; and
WHEREAS, the Interlocal Borrower caused notice of a public hearing to consider
approval of the Bonds and the location and nature of the ii1cilities to be refinanced with the
proceeds of the Bonds to be published on April 3, 2007 in the Key West Citizen and The
Keynoter, newspapers of general circulation in the County, and a copy of said notice is attached
as Exhibit A (the "Notice"); and
WHEREAS, the Board has held a public hearing on this date in accordance with such
Notice as required by the Code and has reviewed and considered all public comments, whether
oral or written, which have been received; and
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CHl-l 576665v3
WHEREAS, for the reasons set forth above, it appears to the County that entering into
the Interlocal Agreement with the Authority to provide for the issuance of the Bonds and the
approval ofthe issuance and sale of such Bonds as required by Section 147(f) of the Code is in
the best interests of the County and the Interlocal Borrower,
NOW, THEREFORE, Be It Resolved by the Board of County Commissioners of Monroe
County, Florida, that:
Section 1. Authorization of Execution and Delivery of Interlocal Agreement. The
Interlocal Agreement between the County and the Authority in the form attached as Exhibit B
hereto is approved, with such changes as shall be approved by the County Administrator or the
Mayor after consultation with the County Attorney, and the Mayor/Chairman of the Board of
County Commissioners is hereby authorized to execute and deliver the Interlocal Agreement on
behalf of the County. Such execution by the Mayor of the Interlocal Agreement shall constitute
conclusive evidence of its final approval by such officer and the County.
Section 2. Approval of Issuance of the Bonds. After conducting a public hearing in
accordance with Section 147(f) of the Code, this Board hereby approves the issuance by the
Authority for the purposes described in the Notice. The Bonds shall be issued in the aggregate
principal amount, bear interest at such rates, mature in such amounts and be subject to optional
and mandatory redemptions as are approved by the Authority without the further approval of the
County.
Any action regarding the issuance of the Bonds by this Board does not constitute an
endorsement to a prospective purchaser of the Bonds of the credit worthiness of the Interlocal
Borrower.
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CHI-1576665v3
The Bonds shall not constitute a debt, liability or obligation of the County or the State of
Florida or any political subdivision thereof, but shall be payable solely from the revenues
provided therefor, and neither the fuith and credit nor any taxing power of the County or the
State of Florida or any political subdivision thereof is pledged to the payment of the principal of,
premium, if any, and interest on the Bonds. The County shall have no obligation with respect to
the Bonds other than its obligations under the Interlocal Agreement.
Section 3. Further Acts. The Mayor and Mayor Pro Tern of the County are
authorized and directed to execute all necessary documents on behalf of the County to comply
with the requirements of the Interlocal Agreement.
Section 4. Ratification of Acts. All of the acts and doings of the members, officials,
officers, agents and employees of the County which are in conformity with the intent and
purposes of this Resolution, whether previously or subsequently taken or done, shall be and are
ratified, confirmed and approved.
Section 5. Severabilitv. If any section, paragraph, clause or provision of this
Resolution shall be held to be invalid or ineffective for any reason, the remainder of this
Resolution shall continue in full force and effect, it being expressly hereby found and declared
that the remainder of this Resolution would have been adopted despite the validity or
ineffectiveness of such section, paragraph, clause or provision.
Section 6. Effective Date. This Resolution shall take effect immediately upon its
adoption, and any provisions of any previous resolutions in conflict with the provisions hereof
are hereby superseded.
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CHI-I 576665v3
PASSED AND ADOPTED by the Board of County Commissioners of Monroe County,
Florida, at a regular meeting of said Board held on the 18th day of April, 2007.
Mayor Mario Di Gennaro
Mayor Pro Tern Dixie Spehar
Commissioner George Neugent
Commissioner Charles McCoy
Commissioner Sylvia Murphy
Yes
Yes
Yes
Yes
Yes
[SEAL]
BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY,
FLORIDA
By
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Mayor/Chairman
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MONROE COUNTY ATTORNEY
ATIR~S !f,~'fiJJ
~YNTHIA L. HALL
ASSISTANT COUNTY ATTORNEY
'-/''S' ;;..OO~ '
Date
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CHI.1576665v3
NOTICE OF PUBLIC HEARING ANO MEETING
NOTICE IS GIVEN PURSUANT to Section 147 01
the Internal Revenue Code of 1986, a amended
(the"Q)dej'httheEkulal~GommissiJ1ers
or Monroe County, Florida (1he -BOBlln will hold a
public hearing 813:00 p.m., EasEm Olt/llQtJtSavings
llme, on April 18, 2007 at the Harvey GcNemment
Cllnlllr, 1200TrumanAvenlll, KsyWest, FIorkla for
the purpose 01 f1ICfIlvlng commenlsand hearing
discussbn regarding the p8n offlnance described
bellM'.
1l1e Illlblichll8l'lngwllllle held ass pBrtolthe
Boan:l's regular meeting on ttmdate,wt!ich meetlng
will commence 81 9:00 a.m., Eastern Daylight
Savings Time, and will continue until all items,
Including the pUblic hflBfing, are completed. During
the Bo8n::I's regular meeting,the 8o&rdwil1conslder
slIchbuslnessasmayl""oPlltlycomebeforethe
Board atsald meeting Including, wlthoulllmllatlon,
consideration of the approval of an Interlocel
Agreement with the City of South Miami Health
Fa:lllt1esAuthorlty(th8~Authortly")relalingmthe
Issuance afthe Boodsdescrlbed below.
The BolIrd will consider a plan offinllllce by the
Authority to issue one or more series of Illvenue
bonds (the ~Bonds.) In an aggregate principal
amount nOl to llXC8lId $800,000,000 pursuant to
the Health FacilltlesAuthorltillslawoftheS1atecl
AorIda(Part III, Chapter 154,FlorldaS1atutes),the
AOOda Industrial Development Ananclng Act (Part
II, Chapter 159, Rorida Statutes) and the Florida
Inilrtx:alCooparatlonActcl1969(SecIIon 163.01,
Part I, Chapter 163, Florida Statutes), all as
arnended(coIlect1vely,the "AcIs"),forthe lJenefltcl
Mariners Hospital, Inc. (the "Borrower"), a notfor
proIltcorporatlon organlled under the laws of the
State of Florida, and certain other affiliated
corpoIlIIIoosDfthe Borrower.
Aporti)n of the proceedsolthe Boods(whenand
If Issued), In an amoont m4to 8XC88d $20,000,000,
will be 100000ed llytheAuthofltytothe Borrowerto be
used to: (0 refund a portion of the $1 04,205,000
CIlyof&uhMiBmlHeallhfacillllllsAuthortlylblpllal
R1Nenue Bonds, Selles 1998 (8apIIsI: HMth Systems
Ob_Qoo~(Ihe"Serles 1998 _1;(~1u'"
adelJlservice reserve fund for the beneflt of tl1e
Bonds, If deemed necessary or desirable by the
Borrower and the Authority; (UQ provide for the
payment oIlnlllrest on a portion of the Boods, if
deemBdnBCeSSlWYor8lMsablebytheAutholilylBld
the Borrower; and (lY) paycertaln expenses incurred
In connection with the issuance of the Bonds,
Including the cost 01 any credit enhancement or
IIquldltyenhancernent, If deemed necessary or
desirable by the Authority and the Borrower.
Apa1IonoftheprtlaMllsoltheSeriBs19981ro;1s
were i68d tofinlll'lC8 or refinance MlWIners Hospilal,
a 42-bed acute care hospital located at 91500
0Ve1S88S Highway In Tavernier, Florida.
The hlBthcarefa::llitleslocated or to be located
In Monroe County, Aorkla that wI! be financed or
reflnanced wltt1 the proceeds of the Boodsare or
wllbeCMlOlld,operaBlocmanaged lPjlleBa1lM1lr
and are or win be Ioad8d at 40 High Polnt Road,
91550 0VelS88S Highway, 91500 0Wrseas HIghway
and 87465 Old Highway In T8\/emler, Florida and
at 103400 Overseas Highway, 100210 Overseas
Highway and 1003tl0 Overseas Highway in Key
L.argo,AorIda
The public hearing Is being held for the purpo&e
ofaffortllng residents of Monroe County,Florlda
and other Interested parties an opportunity to
exlHessthelr views, both orally and in wrlting, on
the propllilldissu8nceoftheBondsandtherurbJre
and Iocatlon of the lacllltleslo be financed or
refinanced with the proceeds thareof. WrittBn
comments may be submtlled tothe Brerd at 1100
Simonton Street, Key West, Flood&. 33040 until
5:00 p.rn.on April 17, 2007.
THE BONDS WILL NOT CONSTITUTE AN
INDEBTEDNESS OF THE STATE OF FLORIDA,
MONROE COONlY, FlORlDA ORTHE CITY OF SOUltI
MIAMI, FLORIDA ORANY POll1lrAl SUBDIViSION
OF EACH, BUT WILL BE PAlO SOLELY FROM
REVENUES DERIVED fROM THE OPEM.TICINS OF
THE BORROWER, ITS AFFILIATES AND RELATED
FACILITIES AND OTHER REVENUES OF THE
BORROWER AND ITS AFFLWES PlEDGED TO THE
BONDS.
n lilY pllfSOO decides to appea!lIlY dacisb1 naIe
lIytheBoerdwlthrespecttoanymatlerconsklered
atsuchmeetlng,suchpersonwlAneedarecordof
theproceading and for such purpose may need to
ensurethalavartlltlmrecortloltheprooeadlngsls
mac:le, which record Includes the testimony and
wklenceuponwhlctJtheappaallslobebased.
InlDXlldancewllllleAmertal1swlthDisab/IItIes
AcI, persons needing a special lICCOmmodatlon In
_"_.111" procoeding"". """"
the Individual or agency publishing thlsnOOce 110
f81erthan saven (7) days prlor tothe proceeding lit
(305)292-...'.
Monroe County, florida
By Its Board of County CommlssloollIS
C1eril: olthe Boerd 01 County CommlsslooelS
April 3, 2007
EXHIBIT
I~
MOm'l"A;)C~~~m~.,1
INTERLOCAL AGREEMENT
THIS IS AN INTERLOCAL AGREEMENT, dated as of April 18, 2007 (the "Agreement"), by and
between the CITY OF SOUTH MIAMI HEALTH F ACILlTIES AUTHORITY (the "Issuer"), a public body
corporate and politic duly created and existing under the laws and Constitution of the State of
Florida, and MONROE COUNTY, FLORIDA, (the "Interlocal Participant"), a political subdivision of
the State of Florida.
RECITALS
Pursuant to the Florida Interlocal Cooperation Act of 1969, Section 163.01, Part I,
Chapter 163, Florida Statutes, as amended (the "Interlocal Cooperation Act"), "public agencies,"
as defined in the Interlocal Cooperation Act, are authorized to enter into agreements with one
another in order to make the most efficient use oftheir powers by enabling them to cooperate with
other localities on a basis of mutual advantage and thereby to provide services and facilities in a
manner and pursuant to forms of govemmental organization that will accord best with geographic,
economic, population and other factors influencing the needs and development of local
communities.
The Interlocal Cooperation Act provides that a public agency may, pursuant to contract,
exercise jointly with any other public agency any power, privilege or authority which such public
agencies share in common which each might exercise separately.
Pursu<mt to the Health Facilities Authorities Law (Part III, Chapter 154, Florida Statutes),
as amended (the "Health Authorities Act"), and the Florida Industrial Development Financing Act
(Part II, Chapter 159, Florida Statutes), as amended (the "Industrial Development Act" and,
together with the Health Authorities Act, the "Financing Acts"), the Issuer and the Interlocal
Participant are authorized to issue revenue bonds and loan the proceeds thereof to qualified
borrowers to, among other things, pay all or any part of the "cost" of any "project" (both as defined
in the respective Financing Acts) and to issue refunding bonds to refund any revenue bonds then
outstanding which shall have been issued under the provisions of the Health Authorities Act or the
Industrial Development Act.
The Issuer and the Interlocal Participant are public agencies and desire and are permitted to
enter into this Agreement to authorize the Issuer to issue revenue bonds (the "Series 2007 Bonds")
on behalf of the Interlocal Participant and loan a portion of the proceeds thereof to, among others,
Mariners Hospital, Inc. (the "Interlocal Borrower"), for the purposes of providing funds to, among
other things, (i) refund a portion of the $104,205,000 City of South Miami Health Facilities
Authority Hospital Revenue Bonds, Series 1998 (Baptist Health Systems Obligated Group) (the
"Series 1998 Bonds"), the proceeds of which were used to payor reimburse the Interlocal
Borrower for the payment of the costs of acquiring, constructing, renovating, rehabilitating and
equipping certain healthcare facilities, including, without limitation, the acquisition, construction
and equipping of a new 42-bed acute care hospital located at 91500 Overseas Highway, Tavernier,
Florida, (ii) fimd a debt service reserve fund for the benefit of the Series 2007 Bonds, if deemed
necessary or desirable by the Interlocal Borrower, (iii) fund interest accruing on the Series 2007
Bonds, and (iv) pay certain expenses incurred in connection with the issuance of the Series 2007
CHI-I 57S027vS
Bonds, including, without limitation, the cost of any credit enhancement or liquidity enhancement
if deemed necessary or desirable by the Interlocal Borrower. None of the foregoing actions is
prohibited by or conflicts with any agreement, ordinance or resolution of the Issuer or Interlocal
Participant or any judgment, order or decree affecting the Issuer or the Interlocal Participant.
In consideration of the mutual agreements contained herein and upon the further
consideration of the recitals hereinabove set forth, it is hereby agreed by and between the parties
hereto as follows:
Section 1 Definitions. Unless the context otherwise requires, the following terms for
all purposes of this Agreement shall have the following meanings:
"Acts" means the Financing Acts and the Interlocal Cooperation Act.
"Administrator" means the administrator appointed pursuant to Section 4( c) hereof.
"Agreement" means this Interlocal Agreement and all amendments and supplements
thereto.
"BHSF" means Baptist Health South Florida, Inc., a Florida not for profit corporation, and
its successors and assigns.
"Bond Indenture" means the Bond Trust Indenture dated as of May 1,2007 between the
Issuer and th,: Bond Trustee pursuant to which the Series 2007 Bonds are to be issued, and all
amendments and supplements thereto.
"Bond Trustee" means the bond trustee selected by the Interlocal Borrower and approved
by the Issuer, or any successor trustee under the Bond Indenture.
"Financing Acts" means the Health Authorities Act and the Industrial Development Act.
"Health Authorities Act" means the Health Facilities Authorities Law (Part III, Chapter
154, Florida Statutes), as amended.
"Industrial Development Act" means the Florida Industrial Development Financing Act,
Part II, Chapter 159, Florida Statutes, as amended.
"lnterlocal Borrower" means Mariners Hospital, Inc., a Florida not for profit corporation,
and its successors and assigns.
"lnterlocal Cooperation Act" means the Florida Interlocal Cooperation Act of 1969,
Section 163.01, Part I, Chapter 163, Florida Statutes, as amended.
"lnterlocal Participant" means Monroe County, Florida and its successors and assigns.
"Issuer" means City of South Miami Health Facilities Authority, and its SUCCeisors and
assigns, as issuer of the Series 2007 Bonds.
CHI-1575027v5
2
"Loan" means the loan to be made by the Issuer to the Interlocal Borrower to, among other
things, (i) refund a portion of the Series 1998 Bonds, the proceeds of which were used to payor
reimburse the Interlocal Borrower for the payment of the costs of acquiring, constructing,
renovating, rehabilitating and equipping certain healthcare facilities, including, without limitation,
the acquisition, construction and equipping of a new 42-bed acute care hospital located at 91500
Overseas Highway, Tavernier, Florida, (ii) fund a debt service reserve fund for the benefit of the
Series 2007 Bonds, if deemed necessary or desirable by the Interlocal Borrower, (iii) fund interest
accruing on the Series 2007 Bonds, and (iv) pay certain expenses incurred in connection with the
issuance of the Series 2007 Bonds, including, without limitation, the cost of any credit
enhancement or liquidity enhancement if deemed necessary or desirable by the Interlocal
Borrower.
"Loan Agreement" means the Loan Agreement between the Issuer and, among others, the
Interlocal Borrower, setting forth the terms of the Loan.
"Master Note" means the Master Note of BHSF delivered to the Bond Trustee in order to
evidence the obligation ofthe Interlocal Borrower to pay a collective amount sufficient to amortize
the Loan.
"Resolution" means a resolution of the governing body of a party hereto adopted for the
purpose of approving and authorizing the execution of this Agreement or any amendment hereto,
or approving any action taken pursuant to this Agreement when such approval is required hereby.
"Series 1998 Bonds" means the $104,205,000 City of South Miami Health Facilities
Authority Hospital Revenue Bonds, Series 1998 (Baptist Health Systems Obligated Group).
"Series 2007 Bonds" means the revenue bonds issued in one or more series by the Issuer,
in part, on behalf of the Interlocal Participant for the benefit of the Interlocal Borrower under the
Bond Indenture.
Terms defined in this Section in the singular shall include the plural and vice versa.
Section 2 Purposes. In order to assist in the development and maintenance of the
public health, to accomplish economies of scale and other cost savings, and to reduce the cost of
providing health care services, this Agreement is entered into pursuant to the authority granted in
the Acts for the purposes of providing for the issuance of the Series 2007 Bonds by the Issuer on
behalf of, among others, the Interlocal Participant for the benefit of the Interlocal Borrower in
order, among other things, to make the Loan to the Interlocal Borrower to, among other things,
(i) refund a portion of the Series 1998 Bonds, the proceeds of which were used to payor reimburse
the Interlocal Borrower for the payment of the costs of acquiring, constructing, renovating,
rehabilitating and equipping certain healthcare facilities, including, without limitation, the
acquisition, construction and equipping of a new 42-bed acute care hospital located at 91500
Overseas Highway, Tavernier, Florida, (ii) fund a debt service reserve fund for the benefit of the
Series 2007 Bonds, if deemed necessary or desirable by the Interlocal Borrower, (iii) fund interest
accruing on the Series 2007 Bonds, and (iv) pay certain expenses incurred in connection with the
issuance of the Series 2007 Bonds, including, without limitation, the cost of any credit
enhancement or liquidity enhancement if deemed necessary or desirable by the Interlocal
CHI.lS75027vS
3
Borrower. This Agreement shall be interpreted so as to permit the realization of such purposes to
the full extent authorized by the Acts.
Section 3 Effective Date; Closing Conditions; Duration This Agreement shall
become effective and shall enter into force, within the meaning of the Interlocal Cooperation Act,
upon receipt by the Administrator of (i) the Resolutions duly adopted by the governing body of the
Issuer and of the Interlocal Participant, respectively, approving and authorizing the execution and
delivery of this Agreement, (ii) a counterpart of this Agreement, duly executed by authorized
officers of the Issuer and the Interlocal Participant; and (iii) evidence satisfactory to the
Administrator of the recording of a duly executed counterpart ofthis Agreement with the Clerk of
the Circuit Court of Miami-Dade County, Florida and the Clerk of the Circuit Court of Monroe
County, Florida. The issuance of the Series 2007 Bonds shall be subject to the receipt by the
Administrator of (i) the documents and showings listed in clauses (i) through (iii) above and
(ii) such other documents, opinions and showings as may be necessary to effectuate the issuance of
the Series 2007 Bonds and the making of the Loan. The term of this Agreement shall end upon the
discharge ofthe Bond Indenture in accordance with the provisions thereof. Upon the expiration of
this Agreement, any property or moneys not required to be used to pay principal, premium, if any,
or interest on the Series 2007 Bonds and not otherwise required to be applied as required by the
Bond Indenture shall, to the extent permitted by law, be distributed pro rata between the Interlocal
Borrower and the other parties to whom loans were made from proceeds of the Series 2007 Bonds.
Section 4 The Inter/oca/ Financing. The Issuer shall use its best efforts to issue the
Series 2007 Bonds subject to the following conditions:
(a) The Series 2007 Bonds.
(i) The Issuer shall authorize the issuance and delivery of the Series 2007
Bonds pursuant to and subj ect to the terms and conditions of the Bond Indenture, the
portion of which that shall be attributable to the Loan being in an aggregate principal
amount not to exceed $20,000,000. The Series 2007 Bonds shall be dated and shall bear
interest, be subject to repurchase and redemption, be designated and be in the form, and
have such other terms as are provided in the Bond Indenture, as finally executed and
delivered by the Issuer without further approval of the Interlocal Participant, but subject in
all respects to the provisions set forth in the resolution of the Issuer approving the Series
2007 Bonds.
(ii) The Series 2007 Bonds, together with interest thereon, shall not constitute a
debt, liability or obligation of Monroe County, Florida, the State of Florida or any political
subdivision or agency thereof, but shall be special and limited obligations of the Issuer
payable solely from, and shall be secured by, to the extent and in the manner provided in
the Bond Indenture, a pledge to the Bond Trustee of the rights of the Issuer under the
Master Note and the Loan Agreement and the amounts in the funds and accounts created by
the Bond Indenture. The Interlocal Participant and its members, officers, agents and
employees shall not be liable for the payment of the principal of, premium, if any, or
interest on the Series 2007 Bonds, nor shall the Interlocal Participant or its members,
officers, agents and employees, be liable for any other indebtedness or liability which may
arise in connection with the issuance of the Series 2007 Bonds or the making of the Loan.
CHI-I 575027v5
4
(iii) The proceeds of the sale of the Series 2007 Bonds shall be applied in
accordance with the provisions of the Bond Indenture for the purposes specified in the
Bond Indenture and in Section 2 hereof.
(iv) The Series 2007 Bonds may be issued in one or more series and, if issued in
more than one series, references herein to the Bond Indenture, the Loan Agreement and the
Master Note shall be deemed to include, if necessary, any supplemental or additional Bond
Indentures or Loan Agreements and any additional Master Notes executed and delivered in
connection with the issuance of the Series 2007 Bonds.
(v) The Interlocal Borrower shall agree to pay any amounts owing on the Series
2007 Bonds pursuant to the provisions of Section 148(f) of the Internal Revenue Code of
1986, as amended.
(vi) The Interlocal Borrower shall agree in the Loan Agreement to protect,
indemnifY and save the Issuer and the Interlocal Participant, their members, officers,
agents and employees against and from any and all liabilities, suits, actions, claims,
demands, damages, losses, expenses and costs of every kind and nature incurred by or
asserted or imposed against the Issuer or the Interlocal Participant, their members, officers,
agents and employees which may arise in connection with the issuance of the Series 2007
Bonds or the making of the Loan or this Agreement.
(b) The Loan.
(i) Pursuant to and subject to the terms and conditions of the Bond Indenture,
the Issuer is hereby authorized to make available to the Interlocal Borrower proceeds of the
Series 2007 Bonds to be used by the Interlocal Borrower for the other purposes set forth in
Section 2 without further approval of the Interlocal Participant.
(ii) The Loan Agreement shall provide for payments sufficient to pay expenses
incident to the issuance of the Series 2007 Bonds and any fees, costs and expenses of the
Interlocal Participant and its counsel.
(c) Administrator.
Pursuant to Section 163.01(6) of the Interlocal Cooperation Act, the Issuer is
hereby designated the Administrator. The Administrator shall have and is hereby
delegated full power and authority to do all things necessary or convenient to carry out the
purposes of this Agreement, including, without limitation, the appointment of such agents
or entities as are necessary or desirable to effectuate the issuance of the Series 2007 Bonds
and the making of the Loan.
Section 5 No Personal Liability. No covenant or agreement contained in this
Agreement shall be deemed to be a covenant or agreement of any member, officer, agent or
employee of the Issuer or the Interlocal Participant in his or her individual capacity, and no
member, officer, agent or employee of the Issuer or the Interlocal Participant shall be liable
personally on this Agreement or be subject to any personal liability or accountability by reason of
the execution of this Agreement.
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Section 6 Fees and Expenses. The Interlocal Borrower has agreed to pay to the
Interlocal Participant an administrative fee relating to the execution, delivery and administration of
this Agreement, including, without limitation, the reasonable legal fees and costs, including costs
of recordation, incurred by the Interlocal Participant as a result of the review and execution oftms
Agreement.
Section 7 Indemnity. The Interlocal Borrower agrees, to the fullest extent permitted
by law, to indemnify and hold harmless the Issuer and the Interlocal Participant, their respective
officers, employees and agents, from and against any and all losses, claims, damages, liabilities or
expenses, of every conceivable kind, character and nature whatsoever, including, but not limited to,
losses, claims, damages, liabilities or expenses (including reasonable fees of attorneys,
accountants, consultants and other experts) arising out of, resulting from or in any way connected
with this Agreement or the issuance of the Bonds. Said agreement is acknowledged in the
Approval and Acknowledgement attached hereto as Exhibit A.
Section 8 Amendments. This Agreement may not be amended, changed, modified or
altered except by an instrument in writing which shall be (i) approved by a Resolution of the
governing body of the Issuer and of the Interlocal Participant, (ii) executed by duly authorized
officers of the Issuer and the Interlocal Participant, and (iii) recorded with the Clerk of the Circuit
Court of Miami-Dade County, Florida and the Clerk of the Circuit Court of Monroe County,
Florida.
Section 9 Severability. If any term or provision of this Agreement or the application
thereof shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to circumstances other than those with respect to which it is
invalid or unenforceable, shall not be affected thereby, and shall be enforced to the extent
permitted by law. To the extent permitted by applicable law, the parties hereby waive any
provision of law which would render any of the terms of this Agreement unenforceable.
Section 10 Governing Law. All questions with respect to the construction of this
Agreement, and the rights and liabilities of the parties hereto, shall be governed by the laws of the
State of Florida.
Section 11 Notices. Any notice or other communication shall be sufficiently given and
shall be deemed given when delivered or mailed by registered or certified mail, postage prepaid,
addressed as follows:
CHI-1575027v5
6
Ifto the Issuer:
City of South Miami Health Facilities Authority
c/o Office of City Manager
6130 Sunset Drive
South Miami, Florida 33 143
Attention: City Manager
Telephone: (305) 663-6338
Telecopy: (305) 663-6345
If to the InterIocal Participant:
Board of County Commissioners
of Monroe County, Florida
1I00 Simonton Street
Key West, Florida 33041
Telephone: (305) 292-4441
Telecopy: (305) 292-4544
With a copy to:
Suzanne J. Hutton, Esq.
Monroe County Attorney
P.O. Box 1026
Key West, Florida 33041-1026
The Issuer and the InterIocal Participant may, by notice given hereunder, designate any
further or different addresses to which subsequent notices or communications shall be sent.
Section 12 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall constitute one and
the same instrument.
Section 13 No Delegation of Authority. This Agreement shall in no way be interpreted
to authorize the unlawful delegation of the constitutional or statutory duties of the Issuer, the
InterIocal Participant or any of their officers, members, representatives or employees.
Section 14 Limited Approval. The approval given herein shall not be construed as an
approval of any necessary zoning or rezoning applications nor for any planning or regulatory
permits and the approval of this Agreement shall not be construed to be a waiver by either the
Issuer or the InterIocal Participant of, and neither the Issuer nor the InterIocal Participant shall be
estopped from asserting, any regulatory rights or responsibilities it may have with respect thereto.
CHI-l 575027vS
7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
attested in their respective corporate names by their duly authorized officers all as of the date first
above written.
CITY OF SOUTH MIAMI HEALTH
FACILITIES AUTHORITY
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MONROE COUNTY, FLORIDA
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Printed Name: Mario Di Gennaro
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Attest: ,DannyL Kohlage, Clerk
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APPROVAL AND ACKNOWLEDGEMENT
Baptist Health South Florida, Inc., as Obligated Group Agent on behalf of itself and
Mariners Hospital, Inc., hereby approves the Interlocal Agreement and acknowledges acceptance
of its obligations arising under Sections 6 and 7 of the Interlocal Agreement by causing this
Approval and Acknowledgement to be executed by its authorized officer or agent, all as of the date
of the Interlocal Agreement.
Approved and Acknowledged:
BAPTIST HEALTH SOUTH FLORIDA, INC.
By (ta/1 e I!w>v-
Ralph E. Lawson, Executive Vice President
and Chief Financial Officer
CHI.1575027v5