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Resolution 573-1992 F1LED For;' RF COP!' .92 DEe 14 P 4 :00 County Administrator [) Mh . "t~ CLr .. ih I, NONROf r:OUN !r. Flt.. RESOLUTION NO. 573 -1992 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, REPEALING RESOLUTION NO. 439-1992 AND AUTHORIZING THE APPROVAL OF AN AMENDED INTERLOCAL AGREEMENT BY AND AMONG MONROE COUNTY, FLORIDA, OSCEOLA COUNTY, FLORIDA AND THE OSCEOLA COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY. WHEREAS, the Board has previously approved Resolution No. 439-1992 which authorized Monroe County to enter into an interlocal agreement with Osceola County, Florida and the Osceola County Industrial Development Authority; and WHEREAS, subsequent to the execution of that document the County's bond counsel, Judson Freeman, Esq., and counsel for the Authority, Robert Folz, Esq. have requested two minor changes clarifying the County' s ~ -liability for any fees associated with the proposed bond issue as well correcting several typographical errors; now therefore, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, Section 1. Resolution No 439-1992 is hereby repealed. The Mayor is hereby authorized to sign and Section 2. execute on behalf of Monroe County, Florida, an inter local agreement by and among Monroe County, Florida, Osceola County, Florida, and the Osceola County Industrial Development Authority, which agreement is hereby attached to, and incorporated in, and made a part of this Resolution as if fully set out in the text hereof. 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 November 1992. Mayor London Mayor Pro Tem Chea 1 Commissioner Ha rvey Commissioner Freeman Commissioner Reich Yes Yes Yes Yes Yes (SEAL) Attest: DANNY KOLHAGE, Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA '-- BY~~C.~~ eputy er vi By: ~---- "- ~...... APPROVED AS TO FOF{M , ,flJDL LEE,_~~/V,C ~,~ lIIe -/~'_ By ~-::-A_ . - I .., //_ c" D::.ta ~j C -"/ .~_.__._ '_~ [MONROE COUNrY] F:/.EO r: nr~ RFCO~D .92 DEe 14 P 4 :00 INTERLOCAL AGREEMENT ,'\ f i~ f".1 ' . r"! , l.ll_l ~ 1 f) N R (J:" ' ~S INTERLOCAL AGREEMENT made and entered as of this _ day of 1992,'byand among Osceola County, Florida ("Osceola County"), the Osceola County . trl~ustfiiaf Development Authority (the "Authority") and Monroe County, Florida, a municipal corporation organized under the laws of the State of Florida (the "County"). WITN ES SETH: WHEREAS, pursuant to the Florida Interlocal Cooperation Act of 1969, Chapter 163.01, Florida Statutes (the "Interlocal Act"), Osceola County and the Authority are authorized to enter into interlocal agreements with other public agencies (as such term is defined in the Interlocal Act) of the State of Florida, to provide for the joint exercise of powers, privileges and authority which 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 Interlocal Act; and WHEREAS, pursuant to the provisions of Section 159.45, Florida Statutes, Osceola County has heretofore created the 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 refinancing qualified projects and for certain other purposes as more fully described in the Industrial Act; and 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 W HE REAS, 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 40265.01.02 1058320 WHEREAS, because of the common plan of financing of the health care facilities, the pooling of financial resources of such public agencies throughout the State of Florida will produce the benefits of lower interest rates and economies of scale associated with a large scale financing; and WHEREAS, unless such economies are realized, the issuance of the Bonds would not be feasible; and WHEREAS, the Interlocal Act authorizes Osceola County, the Authority and 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 hereto 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 of the Authority will be administered by the Authority or its agents (as set forth in Section 2 below) and all payments due from such revenues shall be paid by the Authority or its agents without further action by the County. The Authority shall have all power and authority of the County to issue the 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 the issuance of bonds, or be deemed evidence of such finding with respect to the County. Section 2. Allocation of Responsibilities and Expenses. If the Bonds are issued, the Authority shall be the sole issuer of the Bonds and the Bonds shall not identify the County as an issuer or obligor of the Bonds. The County shall not be responsible for any undertaking in connection with the Bonds except as set forth herein. -2- 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 them in connection with the preparation, review, execution or approval of this Interlocal Agreement or any documentation or opinions required to be delivered in connection therewith by the County or its counsel. Such costs shall instead be paid from Bond proceeds. Section 3. Term. This Interlocal Agreement will remain in full force and effect 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 its 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. Section 4. Representations and Legal Opinions. The County hereby represents as to itself as follows and 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 Cutler, bond counsel to the Authority, 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 fmancing 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 rights 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 any -3- local law or ordinance or (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 been taken or is required to be taken by this Agreement, no referendum or other action of voters is required for the valid execution, delivery and performance of this Interlocal Agreement by it; and (e) Except as disclosed in writing to the Authority, to its best knowledge, 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, threatened against it which might adversely affect the validity of the Bonds or this Interlocal Agreement or which if adversely determined, would adversely affect the validity, legality or enforceability of this Interlocal Agreement as to the County. 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 interest solely from the Trust Estate established pursuant to the Indenture of Trust. Provisions substantially to the effect of the foregoing shall be included in the Bonds. Section 7. Offering Documents. Osceola County agrees that any offering circular or official statement approved by the Authority and used in marketing the Bonds will include a statement 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 this Interlocal Agreement, the County does not represent to the Bondholders that the Bonds are suitable investments for any Bondholder. Section 8. Execution in Counterparts. This Interlocal Agreement shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have entered into this Interlocal Agreement on the day and year first written above. -4- (SEAL) ATTEST: By: Title: Clerk of the Board of County Commissioners (SEAL) ATTEST: By: Title: Secretary (SEAL) ATTEST: By:~td e.lfJJJ~ Title: AClerk of the Boar6 of County ~tJ Commissioners OSCEOLA COUNTY, FLORIDA By: Title: Chairman of the Board of County Commissioners OSCEOLA COUNTY INDUSTRIAL DEVELOPMENf AUTHORITY By: Title: Chairman MONROE COUNTY, FLORIDA airman of the Board of County Commissioners ~ :te ~tto~. ~ -5- STATE OF FLORIDA ) )SS COUNfY OF OSCEOLA ) I, , a Notary Public in and for the said County in the State aforesaid, do hereby certify that and, personally known to me to be the same persons whose names are, respectively, as Chairman and Secretary of the OSCEOLA INDUSTRIAL DEVELOPMENT AUTHORITY, a public body corporate and politic, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged under oath that they, being thereunto duly authorized, signed, sealed with the corporate seal, and delivered the said instrument as the free and voluntary act of said public body and as their own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of ,1992. Notary Public Printed Name: Commission Number: [NOTARIAL SEAL] My commission expires: -6- STATE OF FLoRIDA ) )SS COUNTY OF OSCEOLA ) I, , a Notary Public in and for the said County in the State aforesaid, do hereby certify that and , personally known to me to be the same persons whose names are, respectively, as Chainnan and Clerk of the Board of County Commissioners of Osceola County, Florida, a Florida political subdivision, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged under oath that they, being thereunto duly authorized, signed, sealed with the corporate seal, and delivered the said instrument as the free and voluntary act of said political subdivision and as their own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of , 1992. Notary Public Printed Name: Commission Number: [NOTARIAL SEAL] My commission expires: -7- STATE OF FLORIDA ) ~ COUNfY OF MONROE ) I, , a Notary Public in and for the said County in the State aforesaid, do hereby certify that _ _ . _ and personally known to me to be the same persons whose nmnes are, respectively, as Chairman and Clerk of the Board of County Commissioners of Monroe County, a Florida political subdivision, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged under oath that they, being thereunto duly authorized, signed, sealed with the corporate seal, and delivered the said instrument as the free and voluntary act of said political subdivision and as their own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of ,1992. Notary Public Printed Name: Commission Number: [NOTARIAL SEAL] My commission expires: -8-