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Resolution 384-1998 RESOLUTION NO. 384 -1998 A RESOLUTION APPROVING EXECUTION OF INTERLOCAL AGREEMENT WITH CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY REGARDING ISSUANCE OF BONDS ON BEHALF OF KEYS HOSPITAL FOUNDATION, INC., APPROVING THE ISSUANCE AND SALE OF SUCH BONDS AS REQUIRED BY SECTION 147(F} OF THE INTERNAL REVENUE CODE AS AMENDED; AND PROVIDING FOR OTHER RELATED MATTERS :t 0 \D .." o .. CD _ :z...>~r- WHEREAS, Monroe County, Florida ("County") is a political subdivision of t~~te ;: FI@a rr'1 ;:T.; -'," n . r-. · .." and a public body corporate and politic, lawfully organized and existing under th~s of1fie ~te z ::0 ~'V: -i. 0 -0 ::0 of Florida, and the City of South Miami Health Facilities Authority ("Authority") is a _~hil d~ictl'D1d .> N (") ;!! C') .. <:) a body corporate and politic of the City of South Miami, and each is a "public a~n~" ~e@Jed in Section 163.01, Florida Statutes, as amended, which is titled the" Florida Interlocal Cooperation Act of 1969" ("Act") and as such "public agencies" are authorized to enter into interlocal agreements pursuant to the Act, for the joint exercise of powers which they share in common and which each might exercise separately; and WHEREAS, the Authority is a "health facilities authority" as defined in Section 154.205(2) of the Florida Health Facilities Authority Law (Part III of Chapter 154, Florida Statutes), as amended, and a "local agency" under Section 159.27(4) of the Industrial Development Financing Act (Part II of Chapter 159, Florida Statutes), as amended ("Industrial Act"), with the power to issue revenue bonds for the purposes of financing a "project" constituting a "health care facility," as defined in Section 159.27(5) and (16), respectively, of the Industrial Act; and WHEREAS, Keys Hospital Foundation, Inc., doing business as Mariners Hospital, a Florida not for profit corporation ("Interlocal Borrower"), located within the boundaries of the County and outside the boundaries of the City of South Miami, has requested the Authority to issue its revenue bonds ("Bonds") on its behalf and loan all or a portion of the proceeds thereof to the Interlocal Borrower 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) payor 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"), (Hi) 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, all as permitted buy the Industrial Act; and WH EREAS, in order to accomplish economics of scale and other cost savings, and to reduce the costs of providing health care services in the County, the Authority desires to assist the Interlocal Borrower by issuing the Bonds; and WHEREAS, in order to accomplish the purposes of the Act, the County has been requested to enter into an Interlocal Agreement ("Interlocal Agreement") with the Authority to provide for the issuance by the Authority of its Bonds for the benefit of the Interlocal Borrower; and WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended ("Code"), provides that the elected legislative body of the governmental unit which has jurisdiction over the area in which the facility financed with the proceeds of tax exempt bonds is located is to approve the issuance of such bonds after a public hearing; and WHEREAS, the Project and the facilities financed with the proceeds of the Series 1990 Bonds are located in Monroe County, Florida and the Board of County Commissioners of Monroe County, Florida ("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 Project to be financed and the facilities to be refinanced with the proceeds of the Bonds to be published on or before September 26, 1998 in the Key West Citizen. a newspaper of general circulation in the County, a copy of said notice is attached as Exhibit A ("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 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 of 2 the issuance and sale of such Bonds as required by Section 147(f) of the Code is in the best interest of the County and the Interlocal Borrower; now, therefore BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: Section 1. Authorization of Execution and Delivery of Inter/ocal 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 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 or the Project. 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 therefore, and neither the faith 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 Tem of the County are authorized and 3 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. Severability. If any section, clause or provision of this Resolution is held invalid or ineffective for any reason, the remainder of this Resolution shall not be affected by such invalidity. 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. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 9th day of September, 1998. Mayor Jack London Commissioner Keith Douglass Commissioner Shirley Freeman Commissioner Wilhelmina Harvey /~~ssioner Mary Kay Reich /',/ -I~.'\ 1=' :ilJ.'.,&~'''J '\ ., I' &""I',~ ,II "0-' , " {', ~. " ~y~. KOLHAGE, Clerk , ~_. ' -::d.. ". ""...",. ff V.;. '\:- -:>'_:-~ ~f-\t., --': BYS!jJ};;.1C. ~/~) Deputy Clerk Y(:>Q Y(:>Q yes yes yes BOARD OF COUNTY COMMISSIONERS OF MONR G.LJ.t:.lTY, FLORIDA ~ By jresibondhosp 4 AUauat lSlQrlllJf< ,," '~~ NOTICE IS .GIVENPUAS(1AMt . SeCtion 147 01 the ~........ Code of 1986, as8rnended.... "Code") that the. Board of ~ CommiSsioners of Monroe CounIf. Flortda (the "Board") 'wtlltlOlda pUb. lie hearing on September 9, 1" at the Marathon GOvetilment ctIMr, 2798 Overseas Highway, M....... The publiehearingWilI be part "the , Board's\ regul8raQ8flda Yihiclt .. ; ~~~~r~ba;~=-~= :, and wlH continue until all it8~ "'" eluding the public heating, Is OOI'A- pleted. ...' The.Board wIllconltl.dEir a ~ Issuance by the City of SQuth, t.t.nl Facilities Authority (the "~ of one or more 8er1es of ~ bonds (the "bonds") 10' an a... principal, amount not..to ...... $144,OOO,OOOpur$~ntto th.H..... Facilities Authoritie8 Lew OUh. ... of Florida, the'F1orlda InduStrial 0.- v~pment Fin.,u;lng Act, and the Florida Intetlocal Coo~ron _ 01 , 1969, all as amended (th,"Acta., In' ; connection with. a plan Offlnanoe br' Keys Hospital Foundation, Inc.," ! ing ,business as.. MariJ1"'i~ (the "So,rower")," a .' private not for profit corporation organlztd.l.lnder the laws of the $tateofFlO'1da,_ certain other .atfll,fated' ~ I .to the Borrower. A portion' of. the ,..~ . of . 'the Bonds' not to exq$8d$25,OOO,OOO, when and i' issued" will be loaned by the Authority to the .Borrower lobe used to: (I) advance r!ilfundth. City of Layton, Florida Ho$pItaI Factllties Revenue' Bonds, . Serie81990 (Mari- ners HospitalProjeCl) (the "Series . 1990 Bonds"), the ptoceeds.QfWhICti were u&eqto flnanceort.8fimll1Q8 the acqui~lo!l, construction. ,...i:1ovatll)n, rehabIlitation and. ~tpr)lng.. of cer, tainhealthca~e tac!lItles Of". Bor" rower,' (iQ payor relmburnthe 8or- rower for'the payment of, or to. refi- nance certain prior deQtthe pro- ceeds of whiCh \V9(8...IJ$ed.to pay, costs of acquiring, con8tr\IClIng,ren. ovatlng, rehabUltatirigand equipping of certain healthcare.. faoilltlee; QH) fund a debt service, re~ fund fOr the benefit of the Bonds, If dftrned necessary~r desirable'. by th.Bor- . rower; and (IV) pay cert8In expenses incurred in connection withlhe Issu- ance of the Bonds, inclOdl1lg the cost of any . credit enharlC$mer1t' or liquid- ity enhancement, ifde8rried neces.- sary or desirable. by the $arrower ,The I!!.f.!!thcare faclliti"finariCedo; refinanced. with the proc:eecl$-of the Bonds are or will be. operated ~e Borrower aridare"Orwlll be iOCatat 50 High l:lointRoadand,913QO,OVer. seas Hig hw. ay in ..'Tavem~ .r, . . . and at 100210 ~ and 100380 0v8nIe8s . ' c Key LMgo, Florida. ._ _.. __ '_ EXHIBIT A The pubIlc hHring is being he~d for the purpose of affording residents of Monroe County, Florida and other in- terested parties an opportunity to ex- press their views, both orally and in writing, on the proposed issuance of the Bonds and the nature and loca- tIonof the facilities to be financed or refrnllhced with the proceeds mr~~~~Nlit~%D:g~~cgFN~~~""~ STATE OF FLORIDA, MONROE COUNTY OR THE CITY OF SOUTH MIAMI OR ANY POLITICAL SUBDI- VISION OF EACH, BUT WILL BE PAlO SOLELY FROM REVENUES, DERIVED FROM THE OPERA- TIONS OF THE BORROWER AND RELATED FACILITIES AND OTHER REVENUES OF THE BORROWER PLEDGED TO THE BONDS. If any person decides to appeal any deoI8lon made by the Board with re- apect to any matter considered at IUCh meeting, such person will need . record of the proceeding and for IUCh purpose may need to ensure that a verbatim record of the pro- ceedings is made, which record in- cludes the testimony and evidence upon which the appeal is to be baNd. Monroe County, Florida By Its Board of County Commission- ers Clerk of the Board of' County Com- missioners August 26th, 1998 INTERlOCAl AGREEMENT ~: , I ' THIS INTERLOCAL AGREEMENT dated as of September 15, 1998 ("Ag ement"), by bnd between THE CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY ("Issue '), a public: ody corporote ond politic duly created and existing under the laws and Constil'1 ion ot the stp1: of Florida, and MONROE COUNTY, FLORIDA ("Interlocal Participant"), a political subdivision ,~~he State of Florida. RECITALS I . ; l: Pursuant to the Florida Interlocal co~peration Act of 1 ~69, Se~!ion .163.~1. Part I, lC::h.pter 163, Florida Statutes, as amended ("lnterlocal Cooperatron Act ), · public agenct:le~, as defined in the Interlocal Cooperation Act, are authorized to enter into agreements wi~/1 one I another in order to make the most efficient use of their powers by enabling them to cooperate I with other localities on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will ac~ord best with geographic, economic, population and other factors influencing the needs and development of local communities. I The Interlocal Cooperation Act provides that a public agency may, pursutn, to contract, exercise jointly with any other public agency any power, privilege or authority mich such public agencies share in common which each might exercise separately. ' Pursuant to the Florida Industrial Development Financing Act, Part II, Chapter 159, F'orida Statutes, as amended ("Financing Act"), the Issuer and the Interlocal Participant are authorized I' to issue revenue bonds and loan the proceeds thereof to qualified borrowers to, amon~ I other things, pay all or any part of the "costs of any project" (as defined in the Financing Act). I I ' I The Issuer and the Interlocal Participant are public agencies and desire to enter in 0 this Agreement to authorize the Issuer to issue revenue bonds ("Bonds") on behalf of the Inte local Participant and loan a portion of the proceeds thereof to, among others, Keys H spital Foundation, Inc., doing business as Mariners Hospital ("Interlocal Borrower"), for the purpo es of providing funds to, among other things, I (i) advance refund the outstanding principal amount of the City of Layton, orida Hospital Facilities Revenue Bonds, Series 1990 (Mariners Hospital Project) ("Series 1990 Bon "), (ii) payor reimburse the Interlocal Borrower for the payment of, or to refinance prior debt the proceeds of which were used to pay, costs of acquiring, constr renovating, rehabilitating and equipping certain healthcare .facilities ("Project"), I (iii) fund a debt service reserve fund for the benefit of the Bonds, if deemed neces desirable by the Interlocal Borrower, and (iv) pay certain expenses incurred in connecti the issuance of the Bonds, including, without limitation, the cost of any credit enhance liquidity enhancement, if deemed necessary or desirable by the Inter/ocal Borrower. In consideration of the mutual agreements contained herein and consideration of the recitals hereinabove set forth, it is hereby agreed by parties thereto as follows: L 1-111151(- ..?; I , I t~~,..~". . " ,:..,~.~it~~~~;tIli:iij',~~.\.J\'~;~~ ~_.rr' . ."., '''.~.:t. i>-";~" -.. , :""t....,:.;,..;., ".;;.. I I ' I ,-",:.t 11 l'~t".I..,j.~.~",.", ,t""j.'."" ',., ~ i Section 1. Definitions. Unless the context otherwise requires, the following term f all purposes of this Agreement shall have the following meanings: Acts means the Anancing Act and the Interlocal Cooperation Act. Administraformeons the administrator appointed punuant to Section 4!c) hereJ I Agreement means this Interlocal Agreement and all amendments nd supple ents I thereto. II , I Bond Indenture means the Bond Trust Indenture dated as of Septembe 1, 1998 between the Issuer and the Bond Trustee pursuant to 'which the Bonds are to b issued, ard all amendments and supplements thereto., ," f' ;, Bonds means the revenue bonds issued in one or more series by the Issuer, in p rl, on behalf of the Interlocal Participant for the benefit of the Interlocal Borrower under the'liB nd Indenture. i I Bond Trustee means the bond trustee selected by the Interlocal Borrower and app,b~ed by the Issuer, or any successor trustee under the Bond Indenture. !; I Financing Act means the Florida Industrial Development Financing Act, Part II, cJb~ter I ! . 159, Florida Statutes, as amended. ' i : I ! Inter/ocal Borrower means Keys Hospital Foundation, Inc. doing business as M riners Hospital, a Florida not for profit corporation, and its successors and assigns. , Inter/ocal Cooperation Act means the; Florida Interlocal Cooperation Action of 1969, Section 163.01, Part I, Chapter 163, Florida Statutes, as amended. I Inter/ocal Participant means Monroe Cou'nty, Florida and its successors and assigns Issuer means City of South Miami Health Facilities Authority, and its successo assigns, as issuer of the Bonds. loan means the loan to be made by the Issuer to the Interlacal Borrower to, a other things, (i) payor reimburse the Borrower for the payment of, or to refinance certain pri the proceeds of which were used to pay, costs of acquiring, constructing, reno rehabilitating and equipping certain healthcare facilities, (ii) fund a debt service reserve fund for the benefit of the Bonds, if deemed neces desirable by the Borrower, , (iii) fund working capital for the Borrower and (iv) pay certain expenses incurred in connection with the issuan including, without limitation, the cost of any credit enhancement or Iiquidi deemed necessary or desirable by the Interlocol Borrower. loan Agreement means the loan Agreement between the Issuer an , among the lnterlocal Borrower, setting forth the terms of the loan. I I, . I 2 ,~,. "'*:"'-1 ':';'~'~"I'~_""~~:''''';''.~_:r;~~*~j?: i':.-' ,;.; '~:'";._~ ~... ~.... Ii, _~ _ I ~'';-'-.':..::.l!_; ~'_..;"" . . I Master Note means the Master ~ote of'the Parent deli~ered to the Bo~d. Trustee i~ r~er to evidence the obligation of the Borrower to pay a collective amount sufficient to a ortlze the Loan. ' I Resolution means a resolution of the gO~erning body of a party hereto adopted ~ r the purpose of approving and authorizing the execution of this Agreement or any amend ent hereto, or approving any action taken pursuant to this Agreement when such appro al is required hereby. \, Terms defined in this Section in the singular shall include the plural and vice versa. t I Section 2. Purposes. In order to assist in the development and maintenance I public health, to accomplish economies of scale and other cost savings, and to redu costs of providing health care services, this Agreement is entered Into pursuant to the au ' granted in the Acts for the purposes of providing for the issuance of the Bonds by the Iss behalf of, among others, the Interlocal Participant for the benefit of the Interlocal Borro order, among other things, to make the Loan to thelnterlocal Borrower to, am ng other t ngs, (i), payor reimburse the Borrower for the payment of, or to refinance ertain prio ,debt the proceeds of which were used to pay, costs of acquiring, construc ing. reno ~ting, rehabilitating and equipping certain healthcare facilities, (ii) fund a debt service reserve fund for the benefit of the Bonds, if dee desirable by the Borrower, (iii) fund working capital for the Borrower and (iv) pay certain expenses incurred in connection with the issuance of the including, without limitation, the cost of any credit enhancement or liquidity enhance deemed necessary or desirable by the Interlocal Borrower. This Agreement shall be interpreted so as to permit the realization of such purp the full extent authorized by the Acts. Section 3. Effective Date: Closing Conditions,' Duration. This Agreement shall be ome effective and shall enter into force, within the meaning of The Interlocal Coo eration Ac;:t. 0pon receipt by the Administrator of ' , (i) the Resolutions duly adopted by the governing body of the I suer and I f the Interlocal Participant, respectively, approving and authorizing the execution nd delivery df this Agreement, ' (ii) a counterpart of this Agreement, duly executed by authorized of Icers of the ~ Issuer and the Interlocal Participant; and I I (iii) evid~nce satisfactory to the Administrator of the filing of a duly exe~~" 'ted counterpa~ of thIS Agreement with the Cler~ of the Circuit Court of Monroe County, Florid?i ' T,he Issuance of the Bonds shall be subjecf.to the receipt by the Administrator of 1 (~! the do~~ments and showings lis,ted in clauses (I) through (iii) above, ~ (II) an opinion of counsel to tho e Interlocal Participant in substantially the form att hed hereto as Exhibit A, and : . .~;, j' I . (iii) such other documents. opinions and .shawinQs as may be necessary to elf t!Jq. te the ISSuance of the Bonds and the making of the loan. I I: I I \ I 3 ,/ ~".;~' . ,~J,;:::,~':~:'" "f"~,:,,,_:\ <::~,.~~;.~::~.~ ",;,~~~~=~~:~,~;:;:~,_}tz;;~j~l~r,~:,o':~"";.';".c,.,:~~~~i,!~!',tre;;;,.... . ~.. .~~~:,J': I' <: I I, . " \ The term of this Agreement shall end tipon the discharge of th~ Bond Inden accordance with the provisions thereof. Upon the expiration of this Agr~ement, any pro moneys not required to be used to pay principal, premium, if any, or intere$t on the Bon not otherwise required to be applied os requhtd by the Bond Indenture shall, to the' permitted by law, be distributed pro rata between the Interfocal Borrower and the other to whom loans were made from proceeds of the Bonds. Section 4. The Inlerlocal Financing. The Issuer shall issue the Bonds subject p :the following conditions: a) The Bonds. I (i) The Issuer shall authorize the issuance and delivery of the Bonds pursuant t and subject to the terms and conditions of the Bond Indenture, the portion of which sh II be attributable to the Loan being in an aggregate principal amount not to exceed $25, ,000. The Bonds shall be rated and shall bear interest, be subject to repurchase and redempti n, 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 f I the Interlocal Participant, but subject in all respects to the provisions set forth in the ssuer Resolution. (ii) The Bonds, together with interest thereon, shall not constitute a debt, Iiab I ty or obligation of Monroe County, Florida, the State of Florida or any political subdivision or a ency thereof. but shall be special and limited obligations of the Issuer payable solly from, an shall , , be secured by, to the extent and in the manner provided in the Bond Inde ture, a pie e to the Bond Trustee of the rights of the Issuer under the Master Note and the Loa Agreeme I and the amounts in the funds and accounts created by the Bond Indentur. The Int~ oca! Participant and its members, officers, agents and employees shall not e liable" the payment of the principal of, premium, if any, or interest on the Bonds. nor s all the Inte ocal Participant or its members, officers, agents and employees, be liabl for any I ther indebtedness or liability which may arise in connection with the issuance of he Bonds ~" the making of the Loan. . I, I ' (iii) The proceeds of the sale of the' Bonds shall be applied in acc rdance wi In the provisions of the Bond Indenture for the purposes specified in the Bond Indentu e and in S ' tion 2 hereof. II (iv) The Bonds may be issued in one or more series and, if issued in more than one seHes references ~erein to !he Bond Indenture, the Loan Agreement and the Master Note sh~lI!b~ deemed. ~o Include, If necessary, any sUPPI~menta. I Bond 'Indenture or Loan Agreements~ alnd any additional Master Notes executed and 'delivered in connection with the issuan~ pr ~he Bonds. I ! (v) The Interlocal Borrower shall agree to pay any amounts owing on the Bonds put~u~nt i to the pr~visions of Section 148(f) of the Internal Revenue Code of 1986, as amended. i;' I (VI) The Interlocal Borrower shall agree in the Loan Agreement to protect, indemnify; and sav~ the Issuer and the Interlocal Participant, their members, officers, agents and em pI ~ees against and from any and all liabilities, suits,' actions, claims, demands, damages, I $ses, expenses and costs of every kind and nature incurred by or asserted q, imposed agai .1 the Iss.uer: or the Int~oc~1 Participant, their members, offk:ers, agenb, and employees whlc ay anse In connection WIth the issuance of the Bon~ or the mafcing of the Loan. , ' 4, 1":./.'''';'' , t : :,,~\;.','.:: ,,~' ,_-' ,,~;;'~~,:'~:':-;";,~~;~~~~'~:;'=-~'J!~~~';-:tt'~~~,~~"::~'::, ":.~"}'.:'" . ...',___,. .,. I : (b) The Loan. h (I) Pursuant to and subject to the terms and conditions of the Bond Indenture, t . Issuer is hereby authorized to make available to the Interlocal Borrower proceeds of the Bond 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 i cident to the issuance of the Bonds and any costs and expenses of the Interlocal Participant rid its counsel. Section 7. Governing law. All questions with respect to the construction Agreement, and the rights and liabilities of the parties hereto, shall be governed by the I the State of Florida. (c) Administrator. , Pursuant to Section 163.01 (6) of the Inter10cal Cooperation Act, the Issuer is designated the Administrator. The Administrator shall have and is hereby de egated fyll and authority to do all things necessary or convenient to carry out fh purposes f this Agreement, including, without limitation, the appointment of such agents or entities I s, are necessary or desirable to effectuate the issuance of the Bonds and the maki g of the loc:>>r. I Section 5. Amendments This Agreement may not be amended, c anged, mopified or altered except by an instrument in writing which shall be !: " (il approved by a Resolution of the governing body of the Issuer and of the Inttrt' ,cal Participant, i I I (ii) executed by duly authorized officers of the Issuer and the Interlocal Participantl nd (iii) filed with the Clerk of the Circuit Court of Monroe County, Florida ' Section 6. Severability. If any t~rm or provision of this Agreement or the apPli1 ation thereof shall to any extent be invalid or unenforceable, the remainder of this Agreement,:~r the application of such term or provision to circumstances other than those with respect to ~~ich it is invalid or unenforceable, shall not be affected thereby, and shall be enforced to t~e ~xtent permitted by law. To the extent permitted by applicable law, the parties hereby wai~ any provision of law which would render any of the terms of this Agreement unenforceable. i I I I , f this s of , I I ' Section 8. Notices. Any notice or other communication shall be sufficiently 9iV1 and shall be deemed given when delivered or mailed by registered or certified mail, p t~ge prepaid, addressed as follows: , I " I To Issuer: ' I, City of South Miami Health Facilities Authority % Office of City Manager 6130 Sunset Drive South Miami, Fl 33 t 43 Telephone 305/663-6338 Fax 305/663-6345 'j',' I I , :/ I. The !ssuer and the Interlace! PartlclpQnt may, by' notice given ~nder, designate any or dIfferent addresses to whIch subsequent notices or communications all be sent. .,._" r., er 5 Ii III 1'1 II Ii "IlIt~~ . ' ,. ""~N'''.'~~i',';' 'C v~,..,,;,. .,..,';''''''''''"''''...,~..,,,. <H',..... . I , . "s:ction 9. Counterparts. This Agreement may be executed i~ any num 01 counterparts. each of which shall be an original. but all of which together s II constit1u e one and the same instrument. 1.<>> I i ~I' i Section 10. No Delegation ;:;~Ufhorfty~ ThIs rnterk>cal Agreement s all in no wy! bel interpreted to authorize the unlawful'delegation of the constitutional or stat tory duties'lCi>fthe' Issuer. the Interlocal Participant or any of their officers, members, representati es or employes. I I , I Section 11. Limited Approval The approval given herein sh~1I not be construed! a~' I an approval of any necessary zoning or rezoning applications nor for any planning or regvl tory permits and the approval of this Interlocal Agreement shall not be construed to be a wai~ r by either the Issuer or the Interlocal Participant of, and neither the Issuer nor the l'ltEtrl cal Participant shall be estopped from asserting, any regulatory rights or responsibilities it may: ave with respect thereto.' I ' i IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be exe!cuted' and attesfea1".,tQ,~ir respective corporate names by their duly authorized officers all P$ ;of the date fi~t:;~bovewn1ten. I ' . (SEAl")/~;" '.It. ; \:,\ ,~ . II ". .... t.'...>'. I ATTESt: DAN,NY\~ KO).HAGE, CLERK , t:r..>"" / B~~ fJv':AO/~ - Deputy Clerk By I I ~. (SEAL) ATTEST: . -- -~ .-- . ~-. :...- By .~ TilI~ ' :- CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY By Title - .- --- ~-,- J' Pabonctlosp 6 ,1/ f 'I I ..~"". '.' '};:~~~;'~;~~;~,","~17~,~::~~r,::,,~~.~~:ell~\~;;,j,u.a~~ >,~~T~i"~'lIl~"'Tf,.I' '...,;,."