Resolution 439-1992
F'LED r: nr~ ~Fr'ORn
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Commissioner A. Earl Cheal
'92 OCT 15 A 9 :0 7
RESOLUTION NO. 439 -1992
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,A! RESOLUTION OF THE MONROE COUNTY COMMISSION: (I)
~lClNRllU'1'HdRtZJiNG THE EXECUTION AND DELIVERY BY MONROE
COUNTY, FLORIDA, OF AN INTERLOCAL AGREEMENT WITH
OSCEOLA COUNTY, FLORIDA, THE OSCEOLA COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY AND CERTAIN OTHER, "PUBLIC
AGENCIES, " AS DEFINED IN THE FLORIDA INTERLOCAL
COOPERATION ACT OF 1969, SECTION 163.01, FLORIDA
STATUTES, RELATING TO THE ISSUANCE BY THE -_~OSCEOLA
COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY OF IT~a,~,""EO~
COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY REVEN~, :::SONDS
(COMMUNITY PROVIDER POOLED LOAN PROGRAM) (THE ~~B6NnS'~
IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO_ " EXCEED
$ 5 0 , 000 , 000 AND THE LOANS OF THE PROCEEDS TH~OF ~
VARIOUS NOT-FOR-PROFIT CORPORATIONS; (II) PROVIDINa
THAT THE BONDS SHALL NOT CONSTITUTE DEBT, LIABILITY GA
OBLIGATION OF MONROE COUNTY, FLORIDA, OR THE &TA~E OE
FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF, BUTSHAtE
BE PAYABLE SOLELY FROM THE REVENUES PROVIDED THEREFOR,
AND THAT NEITHER THE FAITH AND CREDIT NOR ANY TAXING
POWER OF MONROE COUNTY, FLORIDA, OR THE STATE OF
FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED
TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR
INTEREST ON THE BONDS; AND (III) PROVIDING FOR OTHER
RELATED MATTERS.
WHEREAS, Monroe County, Florida (the "County") is a "local
agency" as defined in Section 159.27(4) of the Florida Industrial
Development Financing Act (Part II of Chapter 159, Florida
Statutes, herein referred to as the "Industrial Act") and as such
local agency has the power to issue revenue bonds under the
Industrial Act for the purpose of financing as "project"
constituting a "health care facility," as defined in Section
159.27(5) and (16) of the Industrial Act; and
WHEREAS, Osceola County, Florida ("Osceola County") and the
Osceola Industrial Development Authority, Florida public body
corporate and politic (the "Osceola County Authority"), are
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likewise each a "local agency" under the Industrial Act with the
power to issue such revenue bonds for such purpose thereunder;
and
WHEREAS, the County, Osceola County and the Osceola
Authority are also each a "public agency" as defined in Section
163.01(3)(b) of the Florida Interlocal Cooperation Act (Section
163.01, Florida Statutes, herein referred to as the "Interlocal
Act") and as such "public agencies" are authorized to enter into
interlocal agreements pursuant to Section 163.01(5) of the
Interlocal 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, the County has been requested to enter into an Inter-
local Agreement (the "Interlocal Agreement") with Osceola County,
the Osceola County Authority and certain other public agencies to
provide for the issuance by the Osceola County Authority of its
Osceola County Industrial Development Authority Revenue Bonds
(Community Provider Pooled Loan Program) in an aggregate
principal amount not to exceed $50,000,000, the proceeds of which
will be loaned to various not-for-profit corporations and used to
(i) finance, or reimburse such corporations for their prior
payment of, the cost of acquisition, construction, remodeling and
equipping of certain capital improvements to certain treatment
facilities owned by such corporations for the rehabilitation and
housing of the mentally ill and developmentally disabled and
those suffering from alcoholism or substance abuse, including,
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without limitation, certain such facilities located in the
County, (ii) establish a reserve for debt service, (iii) pay any
bond fees and expenses associated with any credit support for the
Bonds, if credit support is deemed advisable by the Osceola
County Authority, and (iv) pay certain expenses incurred in
connection with the issuance of the Bonds; and
WHEREAS, it appears to the County, for the reasons set forth
above, that entering into the Interlocal Agreement with Osceola
County, the Osceola County Authority and the other public
agencies to provide for the issuance of the Bonds is in the best
interests of the County and the corporation or corporations
owning such facilities in the County;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA, as follows:
Section 1. Authorization of Execution and Delivery of
Interloca1 Agreement. The County does hereby authorize and
approve the execution by the Chairman of its Board of County
Commissioners and the attestation by the Clerk of such Board and
the delivery of the Interloca1 Agreement between the County,
Osceola County and the Osceola County Authority and certain other
public agencies. The Interlocal Agreement shall be in substan-
tially the form thereof attached hereto and marked "Exhibit A"
and hereby approved, with such changes therein as shall be
approved by the Chairman, with the execution by the Chairman to
constitute conclusive evidence of such officer's approval and the
County's approval of any changes or revisions therein from the
form of Interlocal Agreement attached hereto.
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Section 2. Approval of Issuance of the Bonds. The
County hereby approves the issuance by the Osceola County
Authority of the Bonds for the purposes described in the preamble
hereto; however, such approval by the County shall not be deemed
any finding required of an issuer of bonds under the Industrial
Act, before the issuance of bonds, or be deemed evidence of such
finding with respect to the County. 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 Osceola County Authority
without the further approval of the County.
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 reve-
nues provided therefor, 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 Chairman of the Board of
County Commissioners and the Clerk of the Board shall, if
necessary, sign all necessary documents on behalf of the County
to comply with the requirements of the Interlocal Agreement and
the Trust Indenture pursuant to which the Bonds will be issued,
and subject to approval by bond counsel and, if appropriate, the
financial advisor to the County, shall furnish the Osceola County
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Authority with such further assurances as it may reasonably
require of the County in connection with the issuance and sale of
the Bonds.
Section 4.
Severability.
If any section, paragraph,
clause or provision of this Resolution shall be held 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 5.
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 the Board held on
the 16th
day of
September ,1992.
Mayor Harvey Yes
Mayor Pro Tem London Yes
Commissioner Cheal Yes
Commissioner Jones Yes
Commissioner Stormont Yes
(SEAL)
ATTEST: ,E--ANNY L. ICOLHAGE, Clerk
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BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:JIYO~'~tli.y ;~~
ayor a rman
APPROVED AS TO FORM
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INTERLOCAL AGREEMENT
THIS INTERLOCAL AGREEMENT made and entered as of this
day of , 1992, by and among Osceola County,
Florida ("Osceola County") , the Osceola County _... IndustJ:'ia~
Development Authority (the "Authority") and Mon19'e:. C~ty;::
Florida, a municipal corporation organized under the~~s of th~
State of Florida (the "County") .'-' ,- g ,
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WIT N E SSE T H:
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WHEREAS, pursuant to the Florida Inter1oca1 Cooperati~ Ac~
of 1969, Chapter 163.01, Florida Statute (the "Interlbcal ~t")~
. Osceola County and the Authority are authorized to' enterCPintOJ
interloca1 agreements with other public agencies (as such term is
defined in the Inter1oca1 Act) of the State of 'Florida, to
provide for the joint 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 the County
constitute public agencies for purposes of the Inter1oca1 Act;
and
WHEREAS, pursuant to
Florida Statutes, Osceola
Authority; and
WHEREAS, the Authority is authorized under the provisions of
the Florida Industrial Development Financing Act, Part II of
Chapter 159, Florida Statutes (the "Industrial Act"), to issue
revenue bonds or other obligations for the purpose of financing
and refiQancing qualified projects and for certain other purposes
as more fully described in the Industrial Act; and
the provisions of Section 159.45,
County has heretofore created the
WHEREAS, in accordance with Section 159.416 of the
Industrial Act, the Authority 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
Osceola County Industrial Development Authority 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 supporting the Bonds will not be later than
the final maturity date of the Bonds; and
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 economics 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 the County to enter into this Agreement and confers
upon the Authority authorization to issue the Bonds and conduct
the Program for the benefit of the County; and
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
County through the exercise of the joint powers of Osceola County
and the County by and through the Authority in the manner set
forth herein; and
WHEREAS, the County desires to agree to the issuance of the
Bonds by the Authority and the execution and delivery of
documents and instruments related thereto, subject to the
conditions described below.
NOW, THEREFORE, the parties ~ereto agree as follows:
Section 1. Authorization for the Authority to issue Bonds.
The County hereby authorizes the Authority to issue the Bonds to
provide for the implementation of the Program for the 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 to 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 the County. The Authority shall have
all power and authority of the County to issue Bonds and to do
all things necessary or convenient to the implementation of the
Program for the County, to the same extent as if the 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 the County
might exercise with respect to the Program, including, if
applicable, the power to issue refunding bonds to refund
obligations previously issued by the County. Notwithstanding the
foregoing such authorization and vesting of powers by the County
to and/or in the Authority shall not be deemed any finding
required of an issuer of bonds under the Industrial Act, before
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the issuance of bonds, or be deemed evidence of such finding with
respect to the County.
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The Authority, with the advice of 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. '
Neither the County nor Osceola County nor the Authority
shall be liable for the costs of issuing the Bonds or the costs
incurred by any of the 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 the County or its counsel. Such costs
shall instead be paid from Bond proceeds. Notwithstanding the
foregoing, however, if the County incurs any fees or costs in
connection with the issuance of the Bonds, Osceola County and the
Authority shall be liable, jointly and severally, for payment of
such fees and costs, if (a) the proceeds of the sale of the Bonds
are insufficient to pay such fees 'and costs, or (b) the Bonds are
not issued within 90 days from the date hereof.
Section 3. Term. This Interlocal Agreement will remain in
full force and enect from the date of its filing pursuant to
Section 5 hereof 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 it agents pending
distribution, unless the parties 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 Interlocal 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; however,
the obligation of Osceola County and the Authority to pay any
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fees and costs incurred by the County as set forth in Section 2
above, shall survive termination of this Interlocal Agreement.
Section 4. Re resentations and Le al 0 inions. The County
hereby represents as to tse as 0 ows an agrees to deliver
to the Authority on or prior to the date of issuance of the Bonds
an opinion of counsel to the County dated the date of the
issuance of the Bonds and addressed to the Authority, to Chapman
and Cut ler , bond couns e I to the Au thori ty , and to Honigman,
Miller, Schwartz & Cohn, counsel to the Authority, to the effect
that:
(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 and 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 bankruptcy, moratorium, reorganization or
similar laws affecting the right of creditors generally;
(c) Neither the execution or delivery by it of this
Interlocal Agreement, nor the fulfillment of the terms and
conditions hereof (1) conflicts with or violates the local
law or ordinance of (ii) to the best of such counsel's
knowledge, 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
or is required to be taken by this Agreement, no
or other action of voters is required for
execution, delivery and performance of this
Agreement by it; and
(e) Except as disclosed in writing to the Authority,
to its best knowledge, there is no action, suit or
proceeding at law or in equity, or any official
investigation before any court or governmental authority nor
any referendum or other voters' initiative pending or, to
its best knowledge, Ithreatened against it which would
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 the County.
been taken
referendum
the valid
Interlocal
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Section 5. Filing. It is agreed that prior to issuance of
the Bonds, this Interlocal Agreement shall be filed by the
Authority with the clerk of the circuit court of Osceola County
and with the clerk of the circuit court of the County, as
required by Section 163.01(11) of the Interlocal Act.
Section 6. Limited Obligation. The Bonds shall not
constitute a debt or obligation of Osceola County, the Authority
or the County. Neither Osceola County, the Authority nor the
County 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 the County 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 interset 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
statement that in a conspicuous place, to the effect that (a) the
Bondholders shall have no recourse against the County for (i)
payment of the Bonds or any damages that may be suffered by the
Bondholders as a result of default in the payment of the Bonds or
(ii) any other breach under the Indenture of Trust or any other
Bond financing documents; and (b) by execution of the Interloca1
AGreement, the County does not represent to the Bondholders that
the Bonds are suitable investments for any Bondholder.
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Section 8. Execution in counterrarts. This Interlocal
Agreement shall be executed in severa 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
Interloca1 Agreement on the ,day and year first written above.
(SEAL)
ATTEST:
By:
Title: Clerk of the Board of
County Commissioners
OSCEOLA COUNTY, FLORIDA
By:
Title: Chairman of the Board
of County Commissioners
(SEAL)
ATl'EST:
By:
Title: Secretary
OSCEOLA COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
By:
Title: Chairman
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(SEAL)
MONROE COUNTY, FLORIDA
BY:~~').~
Tit e: t1 a rman 0 t e oar
of County Commissioners ·
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