AGREEMENT FOR PAYMENT IN LIEU OF AD VALOREM TAXES AND SECURITY INTEREST AGREEMENT
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AGREEMENT FOR PAYMENT IN LIEU OF AD VALOREM TAXES
AND SECURITY INTEREST AGREEMENT
THIS AGREEMENT FOR PAYMENT IN LIEU OF AD VALOREM TAXES AND
SECURITY INTEREST AGREEMENT (this "Agreement") is made and entered
into as of the 18th day of July, 1991, between the CITY OF
CLEARWATER, FLORIDA, a municipal corporation under the laws of the
State of Florida, and its successors and assigns, (the "City"),
and NATIONAL HEALTHPLEX, INC., a Pennsylvania non-prOfit
corporation, and its successors and assigns, ("Healthplex")
WIT N E SSE T H:
WHEREAS, Healthplex has requested that the City hold a public
TEFRA hearing in accordance with Internal Revenue Code require-
ments and enter into an Interlocal Agreement (the "Interlocal
Agreement") with the City of Hialeah, Florida, ("Hialeah"),
concerning the issuance of Hialeah's tax-exempt revenue bonds for
the acquisition and operation of certain nursing home facilities
located in the City and the City of Hialeah (collectively, the
"Facilities") (the Facility located in the City shall hereinafter
be the "Drew Village Facility"), such bonds to be entitled the
'City of Hialeah Health Facilities Revenue Bonds (National
Healthplex, Inc., Florida projects) Series 1991' (the "Bonds")
issued pursuant to and secured by that certain Trust Indenture (the
"Indenture") between Hialeah and the trustee hereunder (the
"Trustee) in connection with the Bonds; and
WHEREAS, Healthplex, provided it meets certain statutory
requirements, may be exempt from ad valorem taxation on the Drew
Village Facility; and
WHEREAS, the City has agreed to execute and deliver the Inter-
local Agreement and hold the TEFRA hearing or hearings provided
Healthplex agrees to make a payment in lieu of ad valorem taxes to
the City in the event the Drew Village Facility is or becomes
exempt from ad valorem taxation (the "Payment"); and
WHEREAS, Healthplex hereby agrees to make such Payment; and
WHEREAS, the City and Healthplex wish to set forth in writing
the terms of payment of the Payment;
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- This instrurhen pr~ared oy:
Richard L Slinderman, Esq.
Papy, Weissenborn & Papy
201 Alhambra Circle, Ste. 502
Coral Gables, Florida 33134
(305) 446-5100
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NOW, THEREFORE, in consideration of $10, the mutual promises
set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the parties
agree as follows:
1. The above recitations are true and correct.
2 . The Payment shall be an annual amount equal to the
assessed dollar value of the real and personal property
constituting the Drew Village Facility (as further described on
Exhibit A hereto) as determined by the pinellas County Property
Appraiser for the then current year, multiplied by the ad valorem
millage rate (including both the general millage rate and any
millage rate for general obligation bonds) (collectively, the
"Millage Rate") of the City for the then current year, payable
yearly on or before (but not more than 30 days before) November 1
of each year during the term of this Agreement. The current
assessed dollar value of the Drew Village Facility is $2,005,000
and the current Millage Rate is 5.2037. Healthplex shall have all
rights of an owner of real and personal property subject to ad
valorem taxes including without limitation the right to challenge
the assessed dollar value of its property and the applicable
millage rates. In the event Healthplex is partially exempt from
ad valorem taxes levied by or on behalf of the City with respect
to the Drew Village Facility for any year, then the Payment payable
to the City under this Agreement shall be reduced pro rata so that
the Payment and the ad valorem taxes payable by Healthplex on the
Drew Village Facility together shall not be greater than the dollar
value of the Facility multiplied by the Millage Rate.
3. Except as limited by applicable'state or federal law,
rules or regulations, the Payment shall be a first lien, superior
to all other liens, on the Drew Village Facility. This Agreement
shall be recorded in the Public Records of pinellas County,
Florida, prior to any other mortgage or security interest on the
Drew Village Facility.
4. Healthplex shall remit the Payment at least three
business days prior to November 1 of each year this Agreement is
in force to the Trustee. The Trustee shall deposit such Payment
into the proper fund or account specified in the Indenture and
shall pay the Payment to the City by November 1 of each year this
Agreement is in effect. In the event all of the principal, prepay-
ment premium, if any, and interest on the Bonds is paid and the
Bonds are no longer outstanding and the Trustee has been discharged
from any further duties or obligations under the Indenture while
this Agreement is still in effect, then Healthplex shall pay the
Payment directly to the City on or before November 1 of each year
this Agreement is in effect. The Payment is an operational expense
of Healthplex. The Payment shall be delinquent if not paid on or
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before the date on which ad valorem taxes become delinquent for
each year.
5. This Agreement shall terminate on the date Heal thplex
loses its exemption from ad valorem taxation on the Drew village
Facility in its entirety.
6. This Agreement is intended to be filed and recorded in
the official public land records of Pinellas County, Florida, and
shall constitute a covenant running with the land described on
Exhibit A attached hereto and shall pass to and be binding upon
Healthplex and its successors, assigns, grantees or lessees until
terminated in accordance with the provisions set forth herein.
Each and every contract, deed or other instrument conveying all or
any portion of the Land shall conclusively be held to have been
executed, delivered and accepted subject to the covenants set forth
herein regardless of whether such covenants are set forth in such
contract, deed or other instrument.
7. In addition to and not in limitation of other remedies,
in the event of a payment default under this Agreement, the City
shall have the right to institute an action to foreclose against
the Drew Village Facility.
8. In the event this Agreement is terminated pursuant to the
terms hereof, the City shall provide to Healthplex a release (the
"Release") of this Agreement and of the covenant running with the
land described in paragraph 5 hereof in recordable form which shall
completely 'release, satisfy, and discharge this Agreement and such
covenant upon recordation of the Release in the official public
land records of Pinellas County, Florida. Such Release shall be
recorded at the expense of Healthplex.
9. This Agreement shall be governed exclusively by and
construed in accordance with the applicable laws of the State of
Florida.
10. This Agreement may not be modified except in writing by
the parties hereto.
11. This Agreement and the Payment hereunder is a non-
recourse obligation and security therefor is limited solely to the
Drew Village Facility. No director, officer, employee, or agent
of Healthplex shall incur any personal liability or obligation for
the indebtedness described herein.
12. In the event anyone or more of the covenants, agree-
ments, terms or provisions contained in this Agreement shall be
invalid, illegal, or unenforceable in any respect, the validity of
the remaining covenants, agreements, terms, or provisions contained
herein shall be in no way affected, prejudiced, or disturbed
thereby.
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13. This Agreement is specifically contingent upon the
closing of the Bonds. If the Bonds do not close, this Agreement
shall be null and void and of no further force and effect. The
City agrees not to record or cause this Agreement to be recorded
prior to the closing of the Bonds.
IN WITNESS WHEREOF, the undersigned have set their hands and
seals on the date first above written.
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1:-01 E. - GoUde au-
--~erk': - ~
CITY OF CLEARWATER
By: ~l\~
Clty Manager
Attest:
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ApprO\Teg.--~~ t~'_.l~g&l sufficiency:
Rita Garvey
Mayor-Commissioner
Attest:
~~~ary
NATIONAL ~PLEX' INC.
By: ~ yyvvU,
Walter W. W11t, Pres1dent
*FOR ACKNOWLEDGE~ffiNT, SEE NEXT PAGE*
THIS me, the undersigned authority, per onally
appeared , of the
CITY OF LEARWATER, who after being by m duly sworn and autioned
to tel the truth, dep ses and says tha he/she execute the above
and f regoing docume freely and volu arily and for e purposes
ther in stated.
:ss
STATE OF
COUNTY OF
;' WITNESS MY
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this
!
i My Commission
Notary Publ c, State of
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STATE OF Pe~Y15a IUt4""'l;c-
COUNTY OF ))a..-t1L,;~
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THIS DAY before me, the undersigned authority, personally
appeared WALTER W. WILT, President of NATIONAL HEALTHPLEX, INC.,
who, after being by me duly sworn and cautioned to tell the truth,
deposes and says that he executed the above and foregoing document
freely and voluntarily and for the purposes therein stated.
WITNESS MY HAND and official seal this )r1i day of J v ?3
1991.
My Commission Expires: n J..' &. J/,.,B.-I. .12--.
Not:r}~ublic,~ o~~
~ 'r.:'.?T~:l~'jAi. 'V.:J.t:.< ""','," ':"':,,::~',''''"""'. .'
l PHYWS G. HWENBt:RG, NOTAnY'PUd'"
HARRISBURG, OAUNlIN COUNty j'" 'i~ "
_~ C~~R::'~:~,.~;-2;:~F.5 t.lAYt1, 1992 ..',
Men;Otti, Penn~-Yj iallla Association of NiJ'lafies
STATE OF FLORIDA )
COUNTY OF PINELLAS )
BEFORE ME personally appeared Rita Garvey, Michael J. Wright, M. A.
Galbraith, Jr., and Cynthia E. Goudeau, to me well known, and known by me
to be the individuals described in and who executed the foregoing instrument
as Mayor-Commissioner, City Manager, City Attorney and City Clerk, respectively,
of the City of Clearwater andithatthe seal affixed to the foregoing instrument
is the City seal of said City and the said instrument is the free act and deed
of said City.
WITNESS my hand and official seal this 23rd
day of
July
, 1991.
Not~M, ~
My Coml1ussio~.E;;:fires:
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Notary P~~J:c, ,:~~~u -"C,; '--:~i"C3
My Commission Exp:ie{April 20, 1993
Bonded Th.~u Tro)! f~n: tn~wrence lnc.
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, . ,DREW VILLAGE NURfNG CENTER I
A pared of land lyina in the Southwest U4 of Section 8, Township 29 Sc1uth, Ranae 16 East,
Clearwater, Pinellas County t PJorida, and beina more particularly described u foDows:
Commence at the Southeast comer of the Southwest 1/4 of said SectioG 8; thence N 01"25'06-
E for S 16. T1 feet, alone !be EasI boundary line of said Southwest 114; to the Point of BqinniDc;
thence N 89<<'56'47. W, for 280.00 feet; thenc>> N 51049'21- W. for 155.00 feet; thence N
9-27'40- W, for 274.82 feet; thence N 8B-47'Q2- W, for 428.06 feet to a point of intersectloa
with a curve concave to the Southeast; said point beina 011 !be easterly ript-of-way line of
Fairwood Avenue; said point -viDa a Iadia1 beariDa of N U'2O'oU- W; thence nortbeastedy
alon& the arc of said ri&bt-of-way line, havin. a radius of 1,010.00 feet aDd a caltral an&Je of
S04S'04-, for 101.38 feet; thCDce S aS047'02. E, for 867.99 feet; thence S 1-25'06' W, fO("
457.59 feet to the Point of ~nrUng and contains 5.40 acres more or lea.
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