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RESOLUTION 90-20034 RESOLUTION NO. 90-20034 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA APPROVING THE ISSUANCE BY THE CITY OF NORTH MIAMI HEALTH FACILITIES AUTHORITY OF ITS HEALTH CARE FACILITIES REVENUE BONDS, SERIES 1990, FOR THE PURPOSE, AMONG OTHERS, OF FINANCING THE ACQUISITION AND IMPROVEMENT OF AN ADULT CONGREGATE LIVING FACILITY LOCATED IN MIAMI BEACH, FLORIDA, KNOWN AS CONTINENTAL RETIREMENT CENTER ON BEHALF OF HALLMARK HOMES FOR BETTER LIVING FOUNDATION, INC. ; APPROVING THE EXECUTION AND DELIVERY OF AN INTERLOCAL AGREEMENT IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS; PROVIDING FOR PAYMENT OF PROPERTY TAXES; PROVIDING A SEVERABILITY CLAUSE, A SUPERSEDING CLAUSE)AND AN EFFECTIVE DATE. W_ 1INESSETH: The City Commission ("Commission") of the City of Miami Beach, Florida (the "City") HEREBY FINDS AND DETERMINES AS FOLLOWS: WHEREAS, the City of North Miami Health Facilities Authority (the "Issuer") has been duly created by the governing body of the City of North Miami, Florida as a public body corporate and politic pursuant to the Health Facilities Authority Law, being Part III of Chapter 154 of the Florida Statutes, as amended (the "Health Act") , created for the purpose of providing a measure of assistance and an alternate method to enable health care facilities to provide facilities and structures to assist in the development and maintenance of the public health, thereby providing the people of the State of Florida with adequate medical care and health facilities for the improvement of their welfare, property, health and living conditions; and WHEREAS, the Issuer is also a "local agency" within the meaning of the Florida Industrial Development Financing Act, being Part II of Chapter 159, Florida Statutes, as amended (the "Financing Act") , pursuant to which the Issuer is authorized to issue revenue bonds as a local agency for the purpose of providing funds to pay all or part of the cost of any "project," as defined in the Financing Act, including property required, used or useful in connection with a variety of health care related facilities and services; and WHEREAS, the Issuer is authorized by the Health Act and the Financing Act (collectively, the "Act") to issue revenue bonds and loan the proceeds thereof to not-for-profit health facilities for the purpose of financing the acquisition, construction, equipping and improving of health care facilities constituting a project under the Act, such loans to be payable solely from revenues and receipts derived from the operation of health care facilities and secured by a pledge of said revenues and receipts derived from the land, buildings, improvements and equipment comprising the health care facilities; and WHEREAS, revenue bonds issued pursuant to the Act shall not be deemed to constitute a debt, liability or obligation of the Issuer or of the State of Florida or of any political subdivision thereof, or a pledge of the faith and credit of the Issuer, the State of Florida or of any political subdivision thereof, but such bonds shall be payable solely from the revenues provided therefor, and neither the Issuer, the State of Florida nor any political subdivision thereof will be obligated to pay the principal of, premium, if any, or interest on such bonds except from the revenues and proceeds pledged therefor and neither the faith and credit nor the taxing power of the Issuer, the State of Florida or of any political subdivision thereof, will be pledged to the payment of the principal of, premium, if any, or the interest on the bonds; and WHEREAS, Hallmark Homes for Better Living Foundation, Inc. , a Georgia not-for-profit corporation (the "Borrower") , has requested the Issuer's assistance in an undertaking consisting generally of (i) financing the acquisition of three adult congregate living facilities, consisting of the Baywinds Retirement Center located in North Miami, Florida (the "North Miami Project") , Continental Retirement Center located in Miami Beach, Florida (the "Miami Beach Project"), and Maranatha Retirement Center located in Lake Alfred, Florida (the "Lake Alfred Project") having an aggregate capacity of 382 beds (collectively, the "Project") , (ii) funding a debt service reserve fund, (iii) funding certain working capital and interest payable on the hereinafter described Bonds, and (iv) financing certain other costs as permitted by the Act, including issuance costs; and WHEREAS, the Borrower has requested that the Issuer issue and sell its revenue bonds to be designated City of North Miami Health Facilities Authority Health Care Facilities Revenue Bonds, Series 1990 in an aggregate principal amount not exceeding $25,000,000 (the "Bonds"), to assist in accomplishing the foregoing, and by resolution dated May 8, 1990 (the "Issuer Resolution") , the Issuer has given its preliminary authorization to do the same; and WHEREAS, the Issuer is authorized and empowered by the Act to issue the Bonds for the North Miami Project and may issue the Bonds for the Lake Alfred Project and the Miami Beach Project upon the agreement by public agencies having jurisdiction over the Lake Alfred Project and the Miami Beach Project, respectively, and sharing the same powers, privileges and authority as the Issuer, to enter into an interlocal agreement with the Issuer pursuant to Chapter 163.01, et seq., of the Florida Statutes, as amended (the "Interlocal Agreement"), which Interlocal Agreement authorizes the Issuer to issue the Bonds for the Lake Alfred Project and the Miami Beach Project, respectively; and WHEREAS, the Borrower has requested that the Commission, acting in its capacity as a "local agency" under the Financing Act, approve the issuance by the Issuer of the Bonds for the purposes described above and authorize the execution and delivery of the Interlocal Agreement in furtherance of such purposes. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AS FOLLOWS: -2- 2609p Section 1. •• = ; - - • • + . This resolution, hereinafter called the "Resolution, " is adopted pursuant to the provisions of the Ordinance Code of the City of Miami Beach, Florida, the Financing Act and other applicable provisions of law. Section 2. preliminary Statement. This Resolution is entered into to evidence the approval by the City of the issuance of the Bonds by the Issuer and to authorize the execution and delivery by the City of the Interlocal Agreement, in substantially the form attached hereto as Exhibit A, in order to permit the Issuer to proceed with the issuance of the Bonds to finance the Project, including the Miami Beach Project, all in accordance with and subject to the provisions of the Constitution, the Act and other laws of the State of Florida, the Internal Revenue Code of 1986, as amended, (the "Code") and this Resolution. This Resolution is adopted upon the express condition that the Bonds shall not be deemed to constitute a debt, liability or obligation of the City, that the City shall not in any manner be obligated to pay the principal of, premium, if any, or interest on the Bonds, and that the City's approval of the issuance of the Bonds by the Issuer shall not in any manner constitute a pledge of the faith and credit or the taxing power of the City. Section 3. Findings. In support of its determination to approve the issuance of the Bonds and to authorize the execution and delivery of the Interlocal Agreement, the City hereby makes the findings and determinations set forth in the recitals of this Resolution, which findings and determinations are based upon information supplied to the City by the Borrower and its representatives, including a copy of the Issuer Resolution, a copy of which is on file with the City Clerk. Section 4. Approval of Bonds. The City hereby approves the issuance of the Bonds by the Issuer and authorizes the Issuer to issue the Bonds and to execute and deliver such documents as shall be necessary or appropriate in connection with the issuance of the Bonds. The Bonds may be issued in such denominations and at such times, shall bear interest at such rate or rates (not to exceed the maximum rate permitted by law), and shall be in such form, shall be executed, dated, be subject to redemption on the dates and at the prices and be payable on the dates as may hereafter be approved by the Issuer. Section 5. Authorization of Interlocal Agreement. The execution and delivery by the City of the Interlocal Agreement is hereby approved. The Mayor and City Clerk of the City are hereby authorized to execute and deliver the Interlocal Agreement, in substantially the form attached hereto as Exhibit A, with such non-substantial changes, insertions and omissions as may be approved by the City Attorney, the execution and delivery of the Interlocal Agreement by the Mayor and City Clerk to constitute conclusive evidence of such approval. Section 6. Property Taxes. The Commission's approval of the issuance and delivery of the Bonds by the Issuer shall be expressly conditioned upon the agreement by the Borrower to continue to pay (or make payments in lieu of) such taxes, user fees, charges and other exactments that would otherwise be due and payable to the City with respect to the Miami Beach Project had the -3- 2609p Bonds not been issued and had the Miami Beach Project not been transferred to a not-for-profit corporation; provided, however, that the foregoing requirement shall apply solely to the Borrower's tax and other obligations to the City and shall not be deemed to affect or alter the Borrower's tax status or liability to any other entity under the Constitution and laws of the State of Florida or under the :ode. The City Manager and the City Attorney are hereby authorized and directed to prepare, execute and deliver such documents, certificates and opinions as may be necessary to carry out the objectives of this Section 6. Section 7. No Personal Liability. No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any officer, member, agent or employee of the City in his individual capacity, and no officer of the City executing the Interlocal Agreement or any other documents herein mentioned shall be liable personally thereon or be subject to any personal accountability by reason of the issuance thereof. Section 8. No Third Party Beneficiaries. Nothing in this Resolution, expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation other than the City, the Issuer, the Borrower and the owners of the Bonds any right, remedy or claim, legal or equitable, under and by this reason of this Resolution or any provision hereof; this Resolution, such documents and all provisions thereof being intended to be and being for the sole and exclusive benefit of the City, the Issuer, the Borrower and the owners from time to time of the Bonds. Section 9. Prerequisites Performed. All acts, conditions and things relating to the passage of this Resolution, required by the Constitution or other laws of the State of Florida to happen, exist and be performed precedent to the passage hereof, exist, have happened, and have been performed as so required. Section 10. Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions, and shall in no way affect the validity of any of the other provisions hereof or of the Bonds. Section 11. Repealing Clause. All resolutions or parts thereof in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. Section 12. Effective Date. This Resolution shall take effect immediately upon its adoption. -4- 2609p PASSED AND ADOPTED this 25th day of July, 1990. CITY COMMISSION OF THE CITY OF MIAMI BEAC FLOR 'A (Official Seal) By _ Ai.t - Al_ 4 Mayor Attest: C"?;) • (,et72.1 City Clerk Form Approved: City Attorney 079'° _5_ 2609p (Resolution No. 90-20034) CITY OF MIAMI BEACH, FLORIDA CERTIFICATE I hereby certify that attached hereto is a true and correct copy of a resolution duly adopted by the City Commission of the City of Miami Beach, Florida on July 424, 1990, which resolution remains in full force and effect. Dated this 29th day of August1990. 'U4641'( 11/t1 City Clerk City of Miami Beach, Florida -6- 2609p PILOT AGREEMENT This PILOT Agreement (the Agreement ) is made this 21 day of Auresf , 1990, between Hallmark Homes for Better Living Foundation, Inc., a Georgia nonprofit corporation ("Hallmark") and the City of Miami Beach, Florida (the "City"). WITNESSETH: WHEREAS, the City of North Miami Health Facilities Authority, an authority organized and existing under the Health Facilities Act of the State of Florida, with the approval of the City, has authorized the issuance of approximately $16,000,000.00 in principal amount of its Health Facilities Revenue Bonds, Series A and B of 1990 (Hallmark Homes for Better Living Project) (the "Bonds") on behalf of Hallmark; and WHEREAS, as a condition to obtaining the City's approval of the issuance of the Bonds, Hallmark has agreed to the provisions hereof; NOW THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Hallmark and the City agree as follows: 1. As a nonprofit Internal Revenue Code Section 501(c)(3) corporation, Hallmark, when and if it obtains an exemption or exemptions from the payment of ad valorem taxes or other taxes, user fees, charges or other exactments due to the City, shall pay to the City each year an amount equal to such ad valorem taxes or other taxes, user fees, charges or other exactments which would otherwise have been due and payable to the City had not such an exemption or exemptions been obtained. Such payments shall be made each year in the manner described in Paragraph 2 before the date such ad valorem taxes or other taxes,user fees, charges, or other exactments would have become delinquent had such ad valorem taxes or other taxes, user fees, charges or other exactments been due and payable to the City. The amounts due pursuant to this Paragraph 1 shall be due and payable regardless of whether the escrow described in Paragraph 2 is sufficient to pay these amounts. 2. Pursuant to the terms of that certain Trust Indenture having as trustee, Sun Bank,National Association, as Trustee(the"Trustee"), the Trustee shall make the payments described in Paragraph 1 herein to the City on or before November 1 of the applicable year, pursuant to the terms of this Agreement,which Agreement, the parties acknowledge, is intended by the parties to be attached as an exhibit to said Trust Indenture. On a monthly basis, on the same date as the mortgage payments are made to the Trustee, Hallmark shall pay into escrow, which escrow shall be handled and administered by the Trustee, an amount equal to 1/12th of 110% of the annual amount due for the previous applicable tax year pursuant to the terms of Paragraph 1 based upon the amounts indicated by the "Tax Bills", as defined below, for the previous applicable tax year. To the extent that the escrow retains an excess balance after the annual payment described in Paragraph 1,this excess balance shall be credited against Hallmark's next succeeding escrow payment obligations described herein, or if the term of this Agreement has expired, refunded by the Trustee to Hallmark. The parties acknowledge and agree that the amounts due pursuant to Paragraph 1 shall be based upon the amounts indicated by the applicable tax bills (the "Tax Bills") from Dade County, Florida, which Tax Bills will be issued by Dade County, Florida notwithstanding the fact that Hallmark may have obtained an exemption from payment of such taxes. 3. The term of this Agreement shall commence upon Hallmark's acquisition of the subject facilities and shall extend for so long as the Bonds, or any refunding bonds, are outstanding. However, this Agreement shall terminate if Hallmark becomes obligated to pay such ad valorem taxes or other taxes, user fees, charges or other exactments to the City. In such event, Hallmark's only obligation shall be to pay such ad valorem taxes or other taxes, user fees, charges or other exactments to the City in accordance with applicable law. 4. This Agreement may be executed in counterpart documents each of which shall be deemed an original and all of which shall together constitute one and the same instrument. This Agreement shall be binding upon the successors and assigns of the City and Hallmark. IN WITNESS WHEREOF, the City and Hallmark have executed this Agreement on the date first above written. HALLMARK HOMES FOR BETTER LIVING FOUNDATION, INC., a Georgia nonprofit corporation BY: `� •� TITLE: /f.e..4 t State of Georgia County of Fulton I hereby certify that on this day before me, an officer duly qualified to take acknowledgments, personally appeared W 1 ,'ct" J. #8 a.41 h and ----------- of Hallmark Homes for Better Living Foundation, Inc., a Georgia nonprofit corporation, to me known to be the persons described in and who executed the foregoing instrument and acknowledged before me that they executed the same on behalf of said corporation. 2 14 Witness my hand and official seal in the county and state last aforesaid this day of d:y Ks91' , 1990. Pf Notary Public Notary Public,DeKalb County,Georgia My Commission Expires April 19, 1994 My Commission Expires: (Affix Notary Seal) CITY OF MIAMI BEACH, FLORIDA • Attest: a-�� )?2 06-A-4/1-' By: / - 4 � ' -AL) City Clerk ayor FORM APPROVED LEGAL DEPT. State of Florida By County of Dade Date ��?06 I hereby certify that on this day before me, an officer duly qualified to take acknowledgments, personally appeared M 4 y U rAL.C%r QQ d ui) and ��iy C/e� �L t+ e /7'1 . '3k/C.�e of the City of Miami Beach, Florida, to me known to be the persons described in and who executed the foregoing instrument and acknowledged before me that they executed the same on behalf of said city. Witness my hand and official seal in the county and state last aforesaid this day of 4-w wz� , 1990. Notary Public NOTARY PUBLIC STATE OF FLUriJA M Commission expires: MY COMMISSION EXP. MAY 20,1993 My WINDED TRU f,FNFRAL INS. UND. (Affix Notary Seal) miamiagr.hall ece, Neetme Eeezd FLORIDA 3 3 1 3 9 f ter. .�y * INCORP,BORATED,)* "VA CA TIONL A NL) U. S. A. OFFICE OF THE CITY MANAGER CITY HALL ROB W.PARKINS 1700 CONVENTION CENTER DRIVE CITY MANAGER TELEPHONE: 673-7010 COMMISSION MEMORANDUM NO. 37o DATE: July 11 , 1990 TO: Mayor Alex Daoud and Members of the" ity Commissi9n ' eL..iZee . FROM: Rob W. Par i s City Manager SUBJECT: TRANSFER OF INTER-LOCAL AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND THE HEALTH FACILITIES AUTHORITY OF NORTH MIAMI The Inter-local Agreement attached hereto grants authority to the City of North Miami Health Facilities Authority to issue bonds, a portion of which is to be used by the City of Miami Beach. The North Miami Health Facilities Authority has been approached by a group who wishes to acquire and operate three ACLF' s, one of which is on Miami Beach. This health provider group wishes to have this Inter-local Agreement entered into so that they may accomplish the financing for all three of the facilities with a single bond issue as opposed to three separate financings. The City has had our attorney, Milton Wallace of Wallace, Ingl es , Portnoy, Salowski and Allen review the transaction and has determined that no liability accrues to the City of Miami Beach from authorizing this transaction. ADMINISTRATION RECOMMENDATION The Administration recommends that the City Commission approve this Inter-local Agreement authorizing the issuance by the North Miami Health Facilities Authority of bonds, the proceeds of which is to be used on Miami Beach. RWP:RJN:sw 14 AGENDA ITEM DATE I (.1() OFFICE OF THE CITY ATTORNEY 64 114 coime weed O R D A r`4cM BEg'zr LAURENCE FEINGOLD *kINCoR I.RATED P.O.BOX 0 C17 Y AT 1 ORNE=Yi1,QC�.. ::�� N 26: MIAMI BEACH,FLORIDA 33119-203', TELEPHONE(305)673-7470 TELECOPY (305)673-7002 August 29 , 1990 Dennis Scholl, Esq. Steel Hector & Davis 4000 Southeast Financial Center Miami, FL 33131-2398 Re: Interlocal Agreement with North Miami Health Facilities Authority Dear Dennis: Enclosed please find the following documents: 1) A certified copy of Resolution No. 90-20034 . 2) Three executed originals of the Interlocal Agreement between and among the City of Miami Beach, the City of Lake Alfred and North Miami Health Facilities Authority. 3) Copy of the Pilot Agreement between the City of Miami Beach and Hallmark Homes for Better Living Foundation, Inc. , with two original executed signature pages of the City' s execution. The above described documents are being tendered to you in escrow with the understanding that you will not release these documents until the following matters have been accomplished: 1) The Trust Indenture between Sun Bank, National Association and the North Miami Health Facilities Authority has been executed by all parties thereto, containing within said document a Section 5. 03 as attached hereto as Exhibit A. 1 700 CONVENTION CENTER DRIVE FOURTH FLOOR --- MIAMI BEACH, FLORIDA 33139 Dennis Scholl, Esq. August 29, 1990 Page 2 2) The Mortgage, Assignment of Rents and ' Agreement from Security Hallmark Homes of Better Living, Inc. to Sun Bank, National Association as Trustee for the City of North Miami Health Facilities Authority has been executed, containing within it a Section 1. 16 as attached hereto as Exhibit B. 3) The preliminary private placement memorandum contains within it the statement set forth on page 2 of the letter from Milton Wallace, Esq. to Laurence Fein old Cityq g Attorney, dated July 9 , 1990, a copy of which is attached hereto as Exhibit C. 4) Execution of the Interlocal Agreement by all other parties. We would also renew our request for closingbinders rs for this office and Milton Wallace. I trust that these are the documents necessary to accomplish the closing of the bonds. p Sincerely yours, Patrick N. Brown First Assistant City Attorney Transactions PNB: lm Encls. cc: R. Thomas Hicks, Esq. Michael Kelly, Esq. Lucia A. Dougherty, Esq. Milton Wallace, Esq. EXHIBIT A Section 5 . 03 . Disbursements from the Facilities �aC i l i t f e s F urd( a) The Trustee shall disburse moneys in , t hePrQ7ect Accountof the Facilities Fund to or upon the of the corporation from time to time upon receipt it of a Requisition for Costs of the Facilities in form attached to the Agreement executed by a Representative . The Trustee shall disburse in the Issuance Expense Account of the Facilities or upon the order of the Corporation from time to T�co 1 �1 t 0,time upon receipt by it of a Requisition executed byCo�� �a Corporation Representative, in the form attached to sMA't1i7the Agreement , for Issuance Expenses . s*.-atem. M-. I n D the P I Q Mo c G - �y.� 7year , the Trustee shall November 2 0 each c. Escrow Account disburse moneysCh �wG �c�.o����r. ��E the Fac • in the PILOT Facilities Fund ° NJ bac o M ov ev TS (b) rn paying sgr p Y ng any requisition >� under Section 5 . 03 , the Trustee shall bethis entitled to relyas to the completeness and nd accuracy of al Ro�uisition and 1 ataternent$ in in any document execution thereof to bypresented therewith, conclusive evidence. of such approval , and the Corporation provisions of the A r ha$ by the i ndemr�1 f a harmless g eem�snt covenanted and a r Y nd saveg sed to 1.iabilizy incurred in the Trustee from any connection with Requisition so executed the payment ofan by a Corporation Representative.Y (c) Any amounts remaining of the Facilities in the Project Account cilities Fund on the earliert1, 1993 , unless such date of August 1, Bond is extended with an opinion Counsel to the effect p ion of to any � t that such extension (subject conditions set forth affect therein) will not adversely the exclusion fromross in t on the Tax-Exempt g come of the interest empt Bonds for federal income tax purposes, or ( ii ) the date of receiptby the Trustee of a certificate delivered to the Corporation b pursuant to Section 3 . 3 (b)) of the Agreement , shall be transferred Pro Rata to the Principal and Interest Ac ' respect to the First Liencounts with Bonds and applied as provided in Section 5 . 05(d) hereof . (d) The Trustee shall retain in the Project Account of the Facilities Fund, any amounts certified Corporation Representative by the Cor P to be necessaryfor payment of Costs of the Facilities not then due and -36- 2501p EXHIBIT B not encumber , pledge, convey, f . g transfer or assignan its interest in the Facilities � or • all with the provisions without full compliance P o i s i ons of Section 9 . 1 ofe the Agreement. : Section �4+� 1 . 14 . �'` � Lon -Term Parit ° r , Debt . In the eventDebt and Shor -Terra the Corporation incurs Lon - Debt or Short-Term Debt in a Long- Debt of ty ccordance with Article vi I of the Agreement, the Corporation shall be entitled to enc pledge, convey, transfer and umber• Pledged Revenues (withassignits interest in the respect to the incurrence Parity Debt or Short-Term of Long=Term Debt) and the Facilities (with respect only to the incurrence of Long-Term Parity the holder or holders of such Debt) to Long-Term ParityDet or Short-Term Debt , as the case may be, on a parity basis with the interest of the Trustee under this Instrument. to incur If the Corporation proposes o r assume Long-Term Parity or Short-Term Debt , it shall Debt deliver to the Trustee the documents or instruments required byArticle r Bement VII of the Agreement ,, and the `Trustee shall thereupon execute P and \\\\ deliver such reasonable Inst uments as shall be required to confirm the equal priorityit of this Instrument with any instrument securing such Long-Term ParityDebt Debt , the case may as or Short-Term be. Section 1 . 15 . Acquisition of Collateral . Exce }t p as provided in Article VII of the Agreement with respect to Equipment and Financing Short-Term Debt and except f o r Permitted Encumbrances , the Corporation shall not acquire any y portion of the personal property covered by this Instrument subject to any security interest , conditional sales contract , title retention arrangement or other charge or lien taking precedence over the security title and lien of this Instrument . Section 1 . 16 . PILOT Agreements . In consideration of the agreement of the City of Miami Beach, Florida and the City of Lake Altred, Florida to enter into the Interlocal Agreement and to consent to the issuance of the Series 1990 Bonds , the Corporation has agreed to execute and deliverthe PILOT Agreements attached hereto as Exhibit D. ik The Corporation agrees to make PILOT Payments to the Trustee for deposit into the PILOT Escrow Account an todirectt e Trustee to disburse amounts on deposit in the PILOT Escrow Account in the manner re. ired b the PILOT A• reement: . The Corporation acknowledges and agrees that its obligat ons to make PILOT Payments pursuant to the PILOT Agreements constitute a Permitted Encumbrance with respect to the Facilities and are intended to be of the same lien rank and priority as the payment of equivalent ad valorem taxes and assessments under the laws of the State. [End of Article I ] -14- EXHIBIT C ,`mayy LAW OFFICES IM ♦ i' WALLACE. ENGELS. PERTNOY, SOLOWSKY 8c ALLEN, P.A..-- fr ';''•; ' RICHARD L. ALLEN BRYAN W. BAUMAN DANA CORBO MARTIN ENGELS TODD A. FODIMAN 21“FLOOR JOSEPH J. GERSTEN CENTRUST FINANCIAL CENTER ALFRED I. HOPKINS TODD R. LEGON I00 SOUTHEAST a" STREET SIDNEY M. PERTNOY MIAMI, FLORIDA 33131 JEROME H. SHEVIN JAY H. SOLOWSKY LEA SOUZA-RASILI= TELEPHONE(3040 371-2223 MILTON J. WALLACE 6ROWARD(305)5E8-5688 OF COUNSEL . TELECOPItR(305)373-2073 STEVEN H. BROTMAN . July 9 , 1990 Mr . Laurence Pe i n(jol d City Attorney City of Is(2,1ch P. 0. fox O Miami Beach , f I nn i dJ4 33119-2032 Dear Mr . Fe i rigo l.d : We have reviewed the proposed City of Miami Beach resolution approving the issuance by the City of North-Miami Beach , Florida Health Facilities Authority, Health Care Facilities Revenue Bonds , Series ] 990A through Series 1990C, which resolution also approves the execution and delivery of an Interlocal Agreement in connection with the issuance , of such bonds. In connection with our review of said • proposed resolution, we have received from bond counsel, Steel Hector & Davis the following documents which we have reviewed: inducement Resolution of the North Miami Health Facilities Authority (the "Authority") . 2 . Bond Resolution of the Authority. 3 . Approving Resolution 90-28 of the North Miami City Council. 4 . Trust Indenture dated July 1 , 1990 between the Authority and Sun Bank , N.A. as Trustee (the "Trustee") . 5 . Loan Agreement between the Authority and Hallmark ���c v i ng Foundation, Inc. (the "Borrower") . Homes For f3ELLer Living f, , Mortgage , Assignment of Rents and Securiti Agree- ment the Authority and the Trustee . i» ment between the Bor , � 14 • , Mr . Laurence Fein old July 9 , 1990 y,,; ' Page4; r loca l Agreement betty iiiclCity of Miami F3each,7 . raeterida een the Authorand City of Lake i Alfred, Florida. 8 • Preliminary 1990, Official StatementMil's,dated • 9 . Corrections Official to Pages 24 and ��, i .. S to telpent . 46 of the Prelimina ry Our opinion is based U documents and the applicable Pon our review of the federal and Stateforegoing The documents specifically � • - of Florida law. provide that "the . . not the general obligations 1990 bonds are Beach , no!_ a pledge _ °,r debt of the . of the faith City of Miami Miami Beach . " Furthermore, and credit of the T lir t1�Ermore, the official City of "The City of Miami Beach and f lc�al statement provides and the City of Lake Al p s participated "�, the ',r e ,a ra ti Alfred have neither statement and are t � ori of• nor reviewed this ice not LeSponsible for official source of funds available its content. " The sole revenues for repayment to the bond derived ved f roan the operation io holders is � n of the facilities. di cor n9ly• it is� our - .opinion •�-. t Ac .1" appl�cat)lc� f ec]c r.al and Flothat und�r'y' all r ida law, there is no li abili t o part of the City of Miami Beach arisin Y n the represented by the issuance of the � out of the transaction subject health care facility revenue bonds. Please advise if I can furnishou with information. y any additional • 4 Very truly yours, 4 . WALLACE, ENGELS PERTNOA Y, SOLOWSKY & ALLEN, .A. � r /e xi • M LTON ALLACE MJW:wpd :dhl . a & ALLEN, P.A. WAI I.ACE, ENC;E 1.5, PERTNOY, SOLOWSKY EXECUTION COPY 2455p INTERLOCAL AGREEEMENT Between and Among CITY OF NORTH MIAMI HEALTH FACILITIES AUTHORITY and CITY OF MIAMI BEACH, FLORIDA and CITY OF LAKE ALFRED, FLORIDA $20 , 005 , 000 City of North Miami Health Facilities Authority Health Care Facilities Revenue Bonds (Hallmark Homes for Better Living Foundation Facilities) Series 1990A through Series 1990C Dated as of August 1 , 1990 INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT (the "Interlocal "A reementg ) dated as of August 1 , 1990 is entered into by and among g a limited number of governmental units executing this Agreement , each one constituting a political subdivision or municipality organized and validly existingunder and by virtue of the constitution and laws of the State of Florida Q da and a "public agency" under Part I of Chapter 163 , Florida Statutes (the "Governmental Units" ) , and initiallythe CITY OF NORTH MIAMI HEALTH among g FACILITIES AUTHORITY (the " Issuer" ) and each of the following: CITY OF MIAMI BEACH, FLORIDA and CITY OF LAKE ALFRED, FLORIDA (collectively, the "Participants" ) , with their participation evidenced by the signatures of their authorized representatives . WITNESSETH : WHEREAS, the Issuer is authorized by the Constitution of the State of Florida and by the Florida Health Facilities Authorities Law, being Part III of Chapter 154 , Florida Statutes, as amended (the "Health Act" ) , and by virtue of its status as a "local agency" under and pursuant to the Florida Industrial Development Financing Act, being Part II of Chapter 159, Florida Statutes, as amended (the " IDA Act" ) , to raise funds by the issuance and sale of its revenue bonds, to use the proceeds thereof to assist in the acquisition and improvement of health care facilities and to enter into contracts or otherwise cooperate with other public agencies; WHEREAS, the Participants are similarly authorized by the Constitution of the State of Florida and by the Health Act or the IDA Act (collectively, the "Act" ) to raise funds by the issuance and sale of revenue bonds , to use the proceeds thereof to assist in the acquisition and improvement of health care facilities located in each respective jurisdiction and to enter into contracts or otherwise cooperate with other public agencies; WHEREAS, the Florida Interlocal Cooperation Act of 1969 , Section 163 . 01 et seq. , Florida Statutes , as amended (the "Interlocal Act" ) , permits the Governmental Units, including the Issuer and the Participants , as public agencies under the Interlocal Act, to enter into interlocal agreements with each other to jointly exercise any power , privilege or authority which such Governmental Units share in common and which each might exercise separately, permittingthe Governmental ' to make the Units most efficient use of their power byenabling them to cooperate on a basis of mutual advantage and thereby provide services and facilities in a manner and pursuant to forms ofgovernmental organization that will accord best with geographic, economic, population and other factors Influencing the needs and development of such Governmental Units; WHEREAS, the Issuer and the pursuant Participants,"Res �� P P t to resolutions (the "Resolutions" ) duly adopted on 9 , 1990 , P June 28 , 1990 , July and July 11 , 1990 , respectively, each authorized the execution of thisy Interlocal Agreement to provide for the funding of the hereinafter describedProgram,• WHEREAS, Hallmark Homes for Better Living is not-for-profit Foundation, Inc . , a Geor g p ofit corporation (the "Company" ) , has requested the Issuer ' s assistance in an undertaking consisting generally of ( i ) financing the acquisition qu on and improving of three adult congregate livin fa ' gfacilities consisting of Baywinds Retirement Center located in North Miami , Florida (the "North Miami Project" ) , Continental Retirement Center located in Miami Beach, Florida (the " '. "Miami Beach Project" ) , and Maranatha Retirement Center located in Lake Alfred, Florida (the "Lake Alfred Project" ) havingan aggregate licensed capacity of „ ( ii) .p y 382 beds (collectively, the "Project" ) , funding a debt service reserve fund, ( iii ) funding certain working capital and interesta able on the hereinafter described Bonds , P y o ds , and ( iv) financing certain other costs as permitted by the Act, including issuance costs; and WHEREAS, the Company has requested the Issuer to issue and sell its revenue bonds to be designated Cityof North Miami Health Facilities Authority Health Care Facilities Revenue Bonds, Series 1990A through Series 1990C in an aggregate principal amount of $20 , 005, 000 (the "Bonds" ) and to loan the proceeds of the Bonds to the Company to assist in accomplishing the foregoing; and WHEREAS, the Issuer is authorized and empowered by the Act to issue the Bonds for the North Miami Project and may issue the Bonds for the Miami Beach Project and the Lake Alfred Project upon the agreement by the Participants to into nto this Interlocal Agreement to authorize the Issuer to issue the Bonds for the Miami Beach Project and the Lake Alfred Project, respectively; and WHEREAS, upon the execution and delivery of this Interlocal Agreement by all parties hereto, the Issuer will issue the Bonds pursuant to a Trust Indenture to be dated -2- 2455p as of August 1 , 1990 (the "Indenture" ) Bank, National from the Issuer to Sun Association, as trustee (the "Trustee" ) Agreement ustee ) and will enter into a Loan A"Loan ent to be dated as of August 1 , 1990 (the Agreement" ) between the an Issuer and the Company,y, under which the Issuer will loan thero an the Companyp seeds of the Bonds to the Company,y, will agree to pay revenues derived from the operation of the Project' to the Issuer, and the revenues will be assigned to the Trustee to secure payment of the principal of, premium, the the "Program" ) ; if any, and interest on Bonds (the Program ) , NOW, THEREFORE, in consideration of the mutual covenants contained in the Resolutions and herein and upon the further set forth, it i consideration of the recitals hereinaboves s mutually agreed and understood by and among g the Issuer and the Participants is that now execute this Interlocal Agreement as follows : g t DEFINITIONS The following definitions shallov interpretation of thisg ern the Agreement : "Act" shall mean collectively, the Health Act and the IDA Act . "Bonds" shall mean the Issuer ' s Health Care Facilities Revenue Bonds, Series 1990A through Series 1990C, issued principal in the aggregate amount of $20 , 005 , 000 , the proceeds from the sale of which will be loaned to the Company p y an d used to acquire and improve the Project . "Company" shall mean Hallmark Homes for Better Living is non-profit Foundation, Inc . , a Geor g p oflt corporation, and its successors and assigns under the Loan Agreement . "Governmental Units" shall mean the Issuer and the Participants participating in the Program. "Health Act" shall mean Part III of Chapter 154 , Florida Statutes , as amended. " IDA Act" shall mean Part II of Chapter 159 , Florida Statutes, as amended. " Indenture" shall mean that certain Trust Indenture, dated as of August 1 , 1990 , to be entered into by and between the Issuer and the Trustee, including any amendments or supplements thereto executed and delivered in accordance with -3- 2455p the terms thereof; the Indenture shall be in such form and contain such provisions , covenants, representations and restrictions as shall hereafter be approved by the Issuer . "Interlocal Act" shall mean the Florida Interlocal Cooperation Act of 1969, Section 163 . 01 et se q. , Florida Statutes , as amended. "Interlocal Agreement" shall mean this Interlocal e local Agreement , including any amendments or supplements r PP hereto, executed and delivered ed in accordance with the terms hereof . "Issuer" shall mean the City of North Miami Health Facilities Authority, a public body corporatepolitic and politic organized and validly existing under the Health Act and a "local agency" under the IDA Act . "Loan Agreement" shall mean the Loan Agreement dated as of August 1 , 1990 , between the Issuer and the Company, as PP andP y from time to time supplemented �amended. "Participants" shall mean, collectively, the Cityof Miami Beach, Florida and the City of Lake Alfred, Florida, acting through their respective duly authorized officers . "Program" shall mean the Program of the Issuer created and structured pursuant to the terms and conditions of this Interlocal Agreement and the Program Documents , ursuant to which the costs of acquiring P qug and improving the Project will issuance financed through the of the Bonds . "Program Documents" shall mean, collectively, the Indenture, the Loan Agreement, y g t, this Interlocal Agreement and such other agreements , opinions of counsel and certificates as the Issuer shall deem appropriate . "Project" shall mean, collectively, the acquisition and improving of three adult congregate living facilities consisting of Baywinds Retirement Center located in North Miami , Florida (the "North Miami Project" ) , Continental Retirement Center located in Miami Beach, Florida (the "Miami Beach Project" ) , and Maranatha Retirement Center located in Lake Alfred, Florida (the "Lake Alfred Project" ) having an aggregate licensed capacity of 382 beds, and certain other real property and personal property as more particularly described in Exhibits A and B attached to the Loan Agreement . "Resolutions" shall mean those resolutions duly adopted by each Governmental Unit, including the Issuer and the Participants, authorizing the participation of such Governmental Unit in the Program pursuant to the provisions of this Interlocal Agreement . -4- 2455p "State" shall mean the State of Florida. "Trustee" shall mean Sun Bank, National Association, Trustee for the Program in ociation, as g accordance with the terms of the Indenture, and any successor or assigns . Whenever any words are used in this Interlocal in the masculine Agreement gender , theyshall be construed as though they were also used in the feminine or g neuter gender in all situations where they would so apply, and whenever any words are used in this Interlocal Agreement in the singular form, they shall be construed as thoughg o m, they were also used in the plural form in all situations where theywould so apply. Section 1 . Purpose . This Interlocal Agreement g e ent is entered into pursuant to the authorityranted the Issuer ssuer and the Participants in the Act and the Interlocal Actjointly to exercise their powers for the purpose of financing ancing the acquisition and improvement of the Project through implementation of the the Program. This Interlocal Agreement shall be interpreted so as to permit the realization of such purpose to the full extent authorized by the Act and the Interlocal Act . Section 2 . Effective Date . This Interlocal Agreement shall become effective upong (a) the adoption of the respective Resolutions by the governing bodies of the Issuer and the Participants , (b) the execution of this Interlocal Agreement by duly authorized officials of the Issuer and the Participants , and (c) the filing of a dulyexecuted copyof this Interlocal Agreement with the Clerk of the Circuit Court in each county wherein a participating Governmental Unit is located. Section 3 . The Bonds . The Issuer hereby agrees to use its best efforts to issue the Bonds to provide funding for the Program in the aggregate principal amount of $20 , 005, 000 . The Participants hereby authorize the Issuer to issue the Bonds and to execute and deliver the Program Documents and such other instruments as shall be necessary or appropriate to implement the Program. The proceeds of the Bonds shall be placed in the appropriate funds pursuant to the Indenture and used for such purposes as shall beP rovided in the Indenture and the Loan Agreement . Section 4 . Amendments . This Interlocal Agreement may not be amended, modified or altered except by an instrument in writing which shall be (a) approved by resolutions of the respective governing bodies of the Issuer and the -5- 2455p Participants, (b) executed by duly authorized officials of the Issuer and the Participants and (c) filed with the Clerk of the Circuit Court in each county wherein a participating Governmental Unit is located. Section 5 . Severability. If any term or provision of this Interlocal Agreement or the application thereof shall to any extent be invalid or unenforceable, the remainder of this Interlocal Agreement , or the application of such term or provision to circumstances other than those 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 Interlocal Agreement unenforceable. Section 6 . Delegation of Duty. Nothing contained herein shall be deemed to authorize the delegation of the constitutional or statutory duties of the State or the Governmental Units or any officers thereof . Section 7 . Limited Liability. No covenant or agreement contained in the Bonds , the Indenture or this Interlocal Agreement shall be deemed to be the covenant or agreement of any official , officer, agent or employee of the Governmental Units in his individual capacity, and neither the members of the Governmental Units nor any official executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof . The Bonds are payable solely from the funds provided therefor as set forth in the Indenture. There shall be no other recourse under the Bonds , the Indenture, this Interlocal Agreement , or otherwise against the Governmental Units or any other property now or hereafter owned by them. The Governmental Units shall have no liability for any failure to fulfill a trust by the Company or the Company' s obligations under the Bonds , the Indenture, the Loan Agreement, or otherwise, including without limitation the Company' s obligation to fulfill the Issuer ' s covenants and other obligations under the Loan Agreement . Section 8 . Controlling Law. This Interlocal Agreement shall be construed and governed by Florida law. Section 9 . Termination . This Interlocal Agreement shall terminate on August 1 , 2020 , or sooner upon the earlier payment in full of the principal of , premium, if any, and interest on the Bonds in the manner provided in the Indenture . -6- 2455p Section 10 . Execution in Counterparts . This Interlocal e local Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all g of which shall constitute but one and the same instrument . IN WITNESS WHEREOF, this Interlocal Agreement has executed byand on g been behalf of the authorized officers and representatives of the Governmental Units . [SEAL] CITY OF NORTH MIAMI HEALTH FACILITIES AUTHORITY By Chairman Secretary Approved as to form and legality this 29th day of August , 1990 By Counsel to the Issuer [Signatures Continued on Following Page] -7- 2455p [SEAL] CITY OF MI ' BEA , FLO' DA *?.) Ca4`11- By Authe ized Rep es- ' .tive 0 City Clerk Approved as to form and legality this ,,2,9Iday of August , 1990 By2z Assistant) City Attorney [Signatures Continued on Following Page] -8- 2455p [SEAL] CITY OF LAKE ALFRED, FLORIDA By Authorized Representative (Assistant) City Clerk Approved as to form and legality this day of August, 1990 By (Assistant) City Attorney [Signatures Continued on Following Page] -9- 94�,Sn STATE OF FLORIDA ) ) ss . COUNTY OF DADE ) I , the undersigned, a Notary Public in and for ' and countyherebycertifysaid state that Virginia Solberg and Walter F. Gassner, M.D. , who are named as Chairman and Secretary, respectively, o P y, f the City of North Miami Health Facilities s Authority, and who are known to me, have signed the foregoing Agreement andg gQ ng Interlocal have acknowledged before me on this day that, being informed of the contents of such Interlocal Agreement, they, as such officials of the Cityof North ' Health Facilities Miami Authority, and with full authority, executed the same voluntarily for and y Y as the act of the City of North Miami Health Facilities Authority. Given hand and notarial Y under my a seal on this the day of August , 1990 . [NOTARIAL SEAL] Notary Public My Commission Expires : -10- 2455p STATE OF FLORIDA ) ) ss . COUNTY OF DADE ) I , the undersigned, a Notary Public in and or state and county _ � said hereby certify that T'acc," and /Z, 6' t ,-, who are named as Authorized Representative and City Clerk, respectively, of CityMiami of Miami Beach, Florida, and who are known to me, have signed the Agreement foregoing Interlocal g and have acknowledged before me on this day that, being informed of the contents of such Interlocal Agreement , they, as such officials of City of Miami Beach, Florida, and with full authority, executed the same voluntarilyfor y . a and as the act of of City of Miami Beach, Florida. Given under my hand and notarial seal on this the .r1 '=`'day of August, 1990 . [NOTARIAL SEAL] 22_ Notary Public My Commission Expires : NC T ARY PUBLIC STATE CF FLORIDA HY COMMISSION EXP. MAY 20,1933 BONDED THRU GENERAL MS. UliD. -11- 2455p STATE OF FLORIDA ) ss . COUNTY OF POLK ) I , the undersigned, a Notary Public in and for said state and county hereby certify that and , who are named as Authorized Representative and (Assistant) City Clerk, respectively, of Alfred, Florida, City o f Lake da, and who are known to me, have signedned theforegoing Interlocal Agreement and have acknowledged before me on this day that , being informed of the contents of such Interlocal Agreement, they, as such officials of Cityof Lake Alfred, Florida, and with full authority, executed the same voluntarily for and as the act of City of Lake Alfred, Florida . Given under my hand and notarial seal on this the day of August , 1990 . [NOTARIAL SEAL] Notary Public My Commission Expires : -12- 2455p STATE OF FLORIDA COUNTY OF DADE I , , Clerk of Circuit Court, in the Countyof Dade, State and for , of Florida, do hereby certifythat the foregoing was duly filed with me copy of : this day and is a true INTERLOCAL AGREEMENT ENTERED INTO BY AND AMONG CITY OF NORTH MIAMI HEALTH FACILITIES AUTHORITY, CITY OF MIAMI BEACH, FLORIDA AND CITY OF LAKE ALFRED, FLORIDA WITNESS MY HAND and Official Seal this day of August , 1990 . [SEAL] Clerk of Circuit Court, Dade County, Florida -13- 2455p STATE OF FLORIDA COUNTY OF POLK I • , Clerk of Circuit Court, in and for the County , of Polk, State of Florida, do herebycertifythat the foregoing was dulythis g g filed with me day and is a true copy of : INTERLOCAL AGREEMENT ENTERED INTO BY AND AMONG CITY OF NORTH MIAMI HEALTH FACILITIES AUTHORITY, CITY OF MIAMI BEACH, FLORIDA AND CITY OF LAKE ALFRED, FLORIDA WITNESS MY HAND and Official Seal this day of August , 1990 . [SEAL] Clerk of Circuit Court, Polk County, Florida -14- 2455p ORIGINAL RESOLUTION NO. 91i-20034 Approving the issuance by the City of North Miami Health Facilities Authority of its health care facilities revenue bonds, series 1990, for the purpose, among others, of financing the acquisition and improvement of an adult congregate living facility located in Miami Beach, Florida, known as Continental Retirement Center on behalf of Hallmark Homes for Better Living Foundation, Inc. ; approving the execution and delivery of an inter- local agreement in connection with the issuance of such bonds; providing for payment of property taxes; providing a severability clause, a superseding clause and an effective date.