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MAKE PAYMENTS IN LIEU OF TAXES .~. ~. i. ,Y' - I AGREEMENT TOMAK~ PAYM~NTS !N LIEU OF TAXES I I I 'cfl-- b THIS AGREEMENT is entered into as of this .2.i- day of _Novem er ~ 1988, by land among RHA/FLORIDA PROPERTIES. INC.and RHA/FLORIDA OPERATIONS, INC. ~ each a Florida not-for-profit corporation (collectively, the "Company"), and the CXTY OF CLEARWATER, FLORIDA (being the "City"); I ! /In consideration of the premises set forth in Section 1 of this Agreement, the mutual covenants set forth herein and other good and valuable corls!deration, the receipt and sufficiency ot which are hereby acknowledged ~ the parties herehy agrae as follows: 1. l'reliminary Statemfuats. A&lIuu~ Lhe matters of mutual inducement which have resulted in the execution of this Agreement are the following: (a) TIle Company has announced its decision to acquire, own, and opeu.t@ an existing 73 bed nursing home facility known as Bruce Manor (such facility ~ ! including all real property; improvements thereon and personal property ~ow or hereafter located at such facility,. including all additions thereto, are hereinafter referred to as the "Facility") in the City of Clearwate~. F'lorida, thereby making a substantial investment of fund$ with respect to! the Facility. I (b) The Company understands that by reason of it being a not-for-piofi t Corporation approved and recognized by the Internal Revenue Service as a tax-exempt ~501 (c)(3) entity tha.t it may be exempt from the payment of ad valorem taxes to the City, Pinellas County, and any other taxing authot'ities having jurisdiction over the Facility, but that the Company has agreed in 'such event to make payments in lieu of said ~ valorem taxes so as to prevent any monetary 10S8 to the City. the County, and such other taxing jurisdictions. (e) The Company has liKn:t;ld Hot to apply for at' seek any exemption from ad valorem taxation, but the City has agreed, that in the event the Compal1Y should nonetheleu be determined to be exempt from a.d valorBS taxation, ,the City will accept payments in lieu of ad valorem taxes from ti1e Company with respect to the Facility. -- i 2!. Company to Pay Taxes. The Company agrees that it will not claim Qr take adyantage of any exemption to which it may be entitled, as a result of its charit~bla or non-profit status, with respect to all ad valorem, real and personal piroperty or similar property taxes or assessments, whether presently in effect' or hereafter imposed on the Facility, or any part or component thereof (including, without limitation, any tax on the real property, improvements, buildings, equipment, replacement equipment, raw materials, supplies or other inventories and any other tangible real or personal property including the respective leasehold interests of the two corporations , I Of! ; FiAf~UjL I , I ..... i (;:>'n..~.t ( ;). ) I I; p~2 /8 ; r : J 00- / / '/ '/)/'_d V Vo<.... L,.. ....." ----Q) t' A - , 1 , I i , <;lJrnpri5in~ t.h@ Company, their affiliates or assigns i~ leased property) during the t.erm ?f this Agreement, by 01' on behalf of the Cl.ty, the County and any other tB.X!ing authorities having jurisdiction over such property, or their ~ucccssor~. ~. Payments in Lieu of Taxes. (a) For each tax year during which the Facility is owned by the Company or any other affiliated not-far-profit corporation or other entity determined by the Internal Revenue Servi.ce to be a tax-exempt entity, and with respect to which it should be determined that notwithstanding the covenant contained' in clause (2) above. the Company is not required to pay all or a pot'tion of the property taxes or assessments described in clause (2) because of its no~-profit or charitable status, the Company will make payments in lieu of such property taxes or assessments in an amount equal to the difference between (1) the amOunt of such property taxes or aSSessments the Company would have been: required to pay wi tn respect to SUCh tax year had it been a for-profi~ non-charitable corporation, and (ii) the amount of such property taxes or assessments actually paid by the Company with respect to such tax year. Such payments shall be made to the City. the County and to each other taxing authority to whom the taxes or assessments described in the preceding sentence would have been payable were it not for such non-profit, ~ha~itable status anq at the times and in the manner such taxes or assessments would have been payaole, so that neither the City, the County nor any other such taxing authority' shall be prejudiced eithe1: in amount of taxes or assessments (or payments in lieu thereof) actually received or the timing of the receipt thereof. . (b) Dispute Resolution. Any disputes with respect to the determination of the amount of the payments to be made hereunder, shall be resolved in accordance with the procedures for resolving disputes regarding property ~axes or assessments (as the case may be) then in effect as though the Company were subject to taxa.tion or assessments (as the case may be). It is specifi'cally understood and agreed that the Company shall have recourse to the SLate I Board of Tax Equalization with respect to any determination of the amount of pa.yments in lieu of taxes to be made hereunder and/or, at the election of the Company, may file a declaratory judgment action in the Circuit CourL fur l>>iIlel1as County, P'lor1da. I 41. Term. This A8reement Shall become effective and its term shall begin as bf the date of this Agreement and shall expire at such time as the Company or any affiliated successor in interest who is a not-tor-profit corporation Or other entity determined by the Internal Revenue Service to be a tax-exempt' entity ceases to own and operate the Facility. 5. Representations and Warranties. (a) Each corporation cumprisiIlg the Company hereby represents and warrants to the other parties hereto that (i) it is a not-far-profit - 2 - ~ .,.. J I I I I corporatidn duly organized. validly existing and in good standing under the laws of the State of Florida and has all requisite corporate power and authority i to enter int.o thh; Agreement. and (11) this Agreement and the P<ayments ~ontemplated hereby have been duly and validly authorized by all necessat"y corpot'ate action on the parL uf Lhe Cumpany and Lhis Agreement constitutes the valid and binding obligation of the Company. between changed hereto. (b) The City hereby represents and warrants to the Company and the other parties hereto that: (i) it is a municipal corporation, duly organized and validly existing under the laws of the l:itate of l"lorida and has all requi~ite corporate, public and ather puWer and authority to enter into this Agreement and (ii) this Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate t governmert~Al or other action on the part of each and this Agreement constitut~s the valid and binding obligation of each. 1 61. J.o'urther Acts i Enforceability. The parties hereto agree to take such actions. adopt such resolutions and enter into such further agreements as may be Ile~Ii:S"'IH"Y, ur rt:lRHUIlB.lJ 1y r~ques ted by any party to this Agreement, to effec t the intent of this Agreement. The parties recognize and acknowledge that it is their intention that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies of the St~te ot Florida, but that the unenforceability (or the modification to conform with such laws or public policies) of any provisions hereof shall not render un~nforceable or impair the remainder of this Agreement. Accordingly. if any provision of this Agreement shall be determined to be invalid or unenforceable, either in Whole or in part, this Agreement shall be deemed amended tb delete or modify, as necessa.ry, the offending provisions and to alter the: balance of this Agreement in order to render the same valid and enforceab~e to the fullest extent permissible as aforesaid. i. Headin,;s. The headings herein are for convenience of reference only and shalt not be deemed to be part of the substance of this Agreement. I ai. Entire Agreement. This Agreement sets forth the entire agreement the parties with respect to the subject matter hereof and may be at supplemented only by a written agreement signed by the parties ! cons tL-u~d I 9:. I ,. J.ll I 1 ! Governin~ Law. This Agreement shall be governed accurdance with. the laws of the State of Florida. by, and - 3 - 4 the date ; i ~N WITNESS WHEREOF~ the first above written. ATTEST: V~ ~~J Assistant Secretary ATTEST: I ai~0 "Ass istant-Secre tary AIIES T;. -:- - - -.:.... .... I . r-. 1- . t.,. ( . I CI 'J- ~.~ ~~I'~:".:~j':';i+:"< ,.:E~ rk.- i. - - ':.:' ,~.' r - -~- - I .., i .- I -Aov-'':'-.'" L ____ I . ! - Approved as to form and corr1ectness: I ~ City Attor t parties have executed this Agreement as ot RHA/FLQRiDA PROPERTIES, INC. By: 7 ..//~~ ~dent ~ ~/ KHA/FLORIDA OPERATIONS, INC. .J~ BY'.~ ~ Ar sident . . // CITY OF CLEARWATER, FLORIDA 8y: -~/{. ~. :'''' City Manager COl'J;d' Mayor-Commis - 4 -