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1. 09/09/1998 AgreementBRANCH OFFICE 3117 OVERSEAS HIGHWAY MARATHON, FLORIDA 33050 TEL (305) 289-6027 FAX (305) 289-1745 �ouMry0 �uJ�4.J40 �! a ud 'w r � ECWN1 �• xpannp 1. Rotbage CLERK OF THE CIRCUIT COURT MONROE COUNTY 500 WHITEHEAD STREET KEY WEST, FLORIDA 33040 TEL. (305) 292-3550 FAX (305) 295-3660 N E N O R A N D U N To: James T. Hendrick, County Attorney Attn: Jan Hotalen From: Isabel C. DeSantis, Deputy Clerk Date: November 9, 1998 ---------------- BRANCH OFFICE 88820 OVERSEAS HIGHWAY PLANTATION KEY, FLORIDA 33070 TEL. ( 5) 852-7145 FAX (75) 852-7146 II At the Board of County Commissioners' meeting on September 9, 1998, the Board adopted Resolution No. 384-1998 authorizing execution of an Interlocal Agreement with the City of South Mi mi Facilities authority regarding issuance of bonds on behalf of Keys Hospital Foundation, Inc., approving the issuance and sal of such bonds as required by Section 147(f) of the Internal Revenue Code as amended; and providing for other related matters. Attached hereto is a certified copy of the subject Resolution nd duplicate original of the Interlocal for your use in this matt r. Should you have any questions concerning the above, please do of hesitate to contact this office. Enclosures cc: Finance ounty Administrator File INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT dated as of September 15, 1998 ("Agreement"), by and between THE CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY ("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 ("Interlocal Participant"), a politica�Ieubdiviliipn e# the State of Florida. � s r RECITALS ar o M - c .o c-s • r- Pursuant to the Florida Interlocal Cooperation Act of 1969, Sedtion 163�Q,'q)?artf CQWter 163, Florida Statutes, as amended ("Interlocal Cooperation Act"), "putt ftge iein as defined in the Interlocal Cooperation Act, are authorized to enter into ogrentvitla�ne another in order to make the most efficient use of their powers by enabling therr�o coopmate with other localities on a basis of mutual advantage and thereby to provide serTceFtind facilities in a manner and pursuant to forms of governmental 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. Pursuant to the Florida Industrial Development Financing Act, Part II, Chapter 159, Florida Statutes, as amended ("Financing Act"), 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 "costs of any project" (as defined in the Financing Act). The Issuer and the Interlocal Participant are public agencies and desire to enter into this Agreement to authorize the Issuer to issue revenue bonds ("Bonds") on behalf of the Interlocal Participant and loan a portion of the proceeds thereof to, among others, Keys Hospital Foundation, Inc., doing business as Mariners Hospital ("Interlocal Borrower"), for the purposes of providing funds to, among other things, (i) advance refund the outstanding principal amount of the City of Layton, Florida Hospital Facilities Revenue Bonds, Series 1990 (Mariners Hospital Project) ("Series 1990 Bonds"), (ii) pay or reimburse the Interlocal Borrower for the payment of, or to refinance certain prior debt the proceeds of which were used to pay, costs of acquiring, constructing, renovating, rehabilitating and equipping certain healthcare facilities ("Project"), (iii) fund a debt service reserve fund for the benefit of the Bonds, if deemed necessary or desirable by the Interlocal Borrower, 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. 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 thereto 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 Act 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. Bond Indenture means the Bond Trust Indenture dated as of September 1, 1998 between the Issuer and the Bond Trustee pursuant to which the Bonds are to be issued, and all amendments and supplements thereto. 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. 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 Act means the Florida Industrial Development Financing Act, Part II, Chapter 159, Florida Statutes, as amended. Interlocal Borrower means Keys Hospital Foundation, Inc. doing business as Mariners Hospital , a Florida not for profit corporation, and its successors and assigns. Interlocal Cooperation Act means the Florida Interlocal Cooperation Action of 1969, Section 163.01, Part I, Chapter 163, Florida Statutes, as amended. Interlocal Participant means Monroe County, Florida and its successors and assigns. Issuer means City of South Miami Health Facilities Authority, and its successors and assigns, as issuer of the Bonds. Loan means the loan to be made by the Issuer to the Interlocal Borrower to, among other things, (i) pay or reimburse the Borrower for the payment of, or to refinance certain prior debt the proceeds of which were used to pay, costs of acquiring, constructing, renovating, rehabilitating and equipping certain healthcare facilities, (ii) fund a debt service reserve fund for the benefit of the Bonds, if deemed necessary or desirable by the Borrower, (iii) fund working capital for the Borrower 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. Loan Agreement means the Loan Agreement between the Issuer and, among others, the Interlocal Borrower, setting forth the terms of the Loan. P► Master Note means the Master Note of the Parent delivered to the Bond Trustee in order to evidence the obligation of the 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. 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 costs 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 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): pay or reimburse the Borrower for the payment of, or to refinance certain prior debt the proceeds of which were used to pay, costs of acquiring, constructing, renovating, rehabilitating and equipping certain healthcare facilities, (ii) fund a debt service reserve fund for the benefit of the Bonds, if deemed necessary or desirable by the Borrower, (iii) fund working capital for the Borrower 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. 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 filing of a duly executed counterpart of this Agreement with the Clerk of the Circuit Court of Monroe County, Florida. The issuance of the Bonds shall be subject to the receipt by the Administrator of (i) the documents and showings listed in clauses (1) through (iii) above, (ii) an opinion of counsel to the Interlocal Participant in substantially the form attached hereto as Exhibit A, and (iii) such other documents, opinions and showings as may be necessary to effectuate the issuance of the Bonds and the making of the Loan. 3 The term of this Agreement shall end upon the discharge of the 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 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 Bonds. Section 4. The intertocat Financing. The Issuer shall issue the Bonds subject to the following conditions: a) The Bonds. (i) The Issuer shall authorize the issuance and delivery of the Bonds pursuant to and subject to the terms and conditions of the Bond Indenture, the portion of which shall be attributable to the Loan being in an aggregate principal amount not to exceed $25,000,000. The Bonds shall be rated 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 Issuer Resolution. (ii) The 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 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 Bonds or the making of the Loan. (iii) The proceeds of the sale of the 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 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 Bond Indenture or Loan Agreements and any additional Master Notes executed and delivered in connection with the issuance of the Bonds. (v) The Interlocal Borrower shall agree to pay any amounts owing on the 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 Bonds or the making of the Loan. 4 (b) The Loan. (1) 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 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 Bonds and any 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 Bonds and the making of the Loan. Section 5. 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) filed with the Clerk of the Circuit Court of Monroe County, Florida Section 6. Severabiiity. 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 7. 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 8. 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: To Issuer: City of South Miami Health Facilities Authority % Office of City Manager 6130 Sunset Drive South Miami, FL 33143 Telephone 305/663-6338 Fax 305/663-6345 To Interlocal Participant: Board of County Commissioners % County Administrator 5100 College Road Key West, FL 33040 Telephone 305/292-4441 Fax 305/292-4544 The Issuer and the Interlocal Participant may, by notice given hereunder, designate any further or different addresses to which subsequent notices or communications all be sent. 5 Section 9. 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 10. No Delegation of Authority. This Interlocal Agreement shall in no way be interpreted to authorize the unlawful delegation of the constitutional or statutory duties of the Issuer, the Interlocal Participant or any of their officers, members, representatives or employees. Section 11. Limited Approval. The approval given herein shall not be construed as an approval of any necessary zoning or rezoning applications nor for dny planning or regulatory permits and the approval of this Interlocal Agreement shall not be construed to be a waiver by either the Issuer or the Interlocal Participant of, and neither the Issuer nor the Interlocal Participant shall be estopped from asserting, any regulatory rights or responsibilities it may have with respect thereto. IIN,a4- SS WHEREOF, the parties hereto have caused this Agreement to be executed and est4+n t it respective corporate names by their duly authorized officers all as of the date fir'pie written. (SEAL)•,.. BOARD OOUNTY COMMISSIONERS ATTEST: DANNY L. KOLHAGE, CLERK OF MON96VCOUNT FLORID By S,)' a-- e_ WaAt/j— Deputy Clerk (SEAL) ATTEST: jiabondhosp IIYANRIB 40CAWY' APPROVED AS T FORM AND GALS ENC MES DCK DA � By. Mayor/Chairman CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY NOTICE OF TETRA HUnGNp7lCE lS' IVEN PUR�+{ e:.. \\a KErEST lSection147ofthelnf�6 3 Code of 1es amended ''c Q {the:; . COdQ");gW the Board ofCounty, Commis oners of Monroe County Florida. (the 'Board') will hold'it pub-" lid healing on September the A9�t, araoGovoinmentt1kE 2798`0verseas HI¢h'Way;,or`atlion.,. The public hearing will be part oa the Board's regular aspenda, . lcth,will, commence at approximateri �B tt0` a.m.. Eastern Dayli9h� me and Will continue until items, in`' Published Daily cluding the public hearing is com=. Theiflpldted&ird•will'oonsider a pip °S Key West, Monroe County, Florida 33040 issuance by the City of South'Miami d9n0s'(the;4bonds') In an Qdr t ' Prineipal %erriount i of s114000,000 pursuant to the'Mealth - Ithority personally appeared Randy G. Erickson, who on oath says that Fadiwti@s Authorities law.of.t(re ate ofiF7oda<;the�;�londa tnduspla�l,pe� of•the Key West Citizen, a daily newspaper published at Key West in Flo Bain erldocal o�'e t &:Ij- 9 that the attached copy of the advertisement, being a legal notice in the 19 9;�all as=&nendedp . (flee i4cts) In corfnection vliM. a plan of finanbe by ' Keys .MdspliAl Foundatbn, Ina?; doh.; 'l!G 0 ,G ly (" ing ousiness • , !Maririers Horsf3ital a ceialn_ tithe state of Fiorlda; Afid certain:rother affiliated corporations to the Borrower: '— Court, was published in said newspaper in the issues of , ,.: A''portion of the proceeds of the " Bonds not to exceed $25,000;Opp, when and, If issued, will be loaned by the Authority to, the Borrower to .be used to: () advance refund the City -he Key West Citizen is a newspaper published in Key West, in said ' y of Layton, Florida Hospital Facilities Revenue Bonds, Series 19w (M (Mari- and that the said newspaper has heretofore been continuous) y published ners Hospital Project) (the •'Series • 1990.Bondslthe proceeds of which lorida, each day (except Saturdays and specified holidays) and has been were used to financeorreflnancethe acquisition, construction. renovation ail matter a the post office in Key West in said Monroe County, rehabilitation andequipping,of. ter ' year nex•1 preceding the first publication of the attached copy of town healthcarefacilities r rower; (iQ `pay ormbu- bf the Bor.- ' 'eiburse the:gor- ` 'A further says that he has neither paid nor promised any person, firm or n�foir the Payment of, or to-refN '.t, Bussed rebate, commission or refund for the purpose of secu na his coeds of whichPwer tq.,payi- ation in the said newspaper. �Y' costs•of acquiring, constnictl ovating, rehabilitating and eq�PP 9 ° / L Of certain healthcare facilities; :- pIQ fund a debt service reserve fund for the benefit of the -Bonds; If deertied necessary'or desirable by the tBo�- Signature of giant rower, and (iy) pay certain;expenses incurred in connection with th@-issu'�scribed before me this ante of the of Bonds, Including the cost Of an credit _day 1998 Y enhancement orllquld= ItY @otravicement;: if deemed nQces=; sarThe h rs lesirabfe,by the Borrow(:,. The healtticar facildies firianc�d' or refinanced with�e Pr� oif.. �.:, S i n a t u rc of' o t a r>> Public 13ondajslrA rvi.:.in 6:e �_._� c or and are & will be locg a `ate of Road and _ er>3eas "100wil, Trway, n Notary Seal ?_UUU cr=,crna . nctwn��� f � Y X rcicluced Identification-_ ypc of Identificatioi Produced TeresaoayleDarling MY COMMISSION R CCU 942 EXPIRES September 17, 2000 °F,'„` BONDED THRU TROY FAIN INSURANCE, INC.