'?

AGREEM ENT

THIS AGREEMENT, made and entered into as of this ~.day of

~ a'~'~~+ "-",1999, by and between the TAYLOR COUNTY BOARD OF
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~RS ("COUNTY"), a political subdivision of the State of Florida, and the

CITY OF PERRY, FLORIDA ("MUNICIPALITY"), being the sole municipality within the
COUNTY.

WITNESSETH:

WHEREAS, the parties have executed an Interlocal Agreement dated the d.ud .
of Aur;. , 1999, the terms of which are incorporated by reference herein, defining the
use of the revenuesfromthe surtaxauthorizedundersedion 2!2.C'55, t::!aric:?St::'~,-,+?,?
for the purpose of purchasing land, equipment, constructing a hospital and services
relating thereto, and

WHEREAS, the parties desire to create and maintain value for the community
through the purchase of land and construction of a hospital and hospital related
services, and

WHEREAS, the parties desire to develop a formula for distribution of the assets
of the hospital in the event the hospital assets are disposed of at any time in the future,
and

WHEREAS, the parties desire to develop a formula for distribution of any surplus
revenue in the event there is a surplus revenue not used or applied to the retirement of
the obligations generated from the project referenced above,

NOW, THEREFORE, for and in consideration of the mutual benefits to flow to the
citizens residing in Taylor County and in the City of Perry, and in consideration of the
covenants, promises and agreements herein contained, and in consideration of the.
premises, the COUNTY and the MUNICIPALITY hereby agree with each other as
follows:

1. In the event the operations and assets of the hospital are disposed of at
any time in the future, the proceeds of the sale shall be distributed as follows: th'e
COUNTY will first receive an amount equal to the Fund Balance on the hospital's
balance sheet as of September 3D, 1999. Upon distribution of the fund balance to the
COUNTY, the COUNTY shall receive sixty six percent (66%) of the remaining net
proceeds, with such proceeds being allocated to the M.S.T.U. The remaining thirty-four
percent (34%) of the net proceeds shall be distributed to the MUNICIPALITY. If after
execution of this agreement, and prior to the sale of the hospital, the COUNTY or
MUNICIPALITY should provide additional financial support to the operations of the
hospital, any amounts contributed shall be returned to that entity prior to the final
distribution of the net proceeds. Each party agrees to provide notice to the other of any

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such contributionat the time the contribution is made. For the purpose of definition,the
"disposal of operations and assets" shall mean the transfer of ovvnership of all assets, or
the long-termlease of all assets exceeding ten (10) years, including the physical
structure of the hospital as well as all equipment contained therein, to a third party in
exchange for cash. Any transaction involvingdisposal of the assets shall be satisfied in
cash.

2. It is understood by both parties that in the event of disposal of the assets,

all assets of the Emergency Medical Services shall be transferred to the COUNTY,and
such assets shall not be included in sale or lease of the hospital operations.

3.In the event there is surplus revenue not used or applied to the retirement
of the above referenced obligations, then such 'surplus shall be deposited in an interest
bearing account. Any disbursement, withdrawal or application of surplus revenue from
the interest bearing account shall be as follows: sixty six percent (66%) to the COUNTY -

and thirty four percent (34%) to the MUNICIPALITY. In the event either party'
contributes any funds from general revenue toward the initialcost of securing debt, that
party shall be entitled to receive those funds from any surplus amount prior to any
distribution of surplus revenue.

4. The COUNTY shall retain ownership and title of the land and hospital
building, and may at its discretion, lease such assets to any corporation or entity for the
purpose of operating the hospital and related services. The development of the Medical
Office Building associated with the hospital shall be structured in a manner as to be
subject to ad valorem taxes, and shall not be transferred, whether by lease or sale or
otherwise, to an entity not subject to ad valorem taxes.

IN WITNESS WHEREOF, the Board of County Commissioners of Taylor County,

Florida and the City Council of the City of Perry, Florida, have entered into this
Agreement and have caused it to be executed by their duly authorized officers for and in
behalf of the parties to this Agreement.

TAYLOR COUNTY, a political

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"ATTEST:

L 'In"-'-' l{)--,~
Clerk of the Board of County
Commissioners
CITY OF PERRY. FLORIDA

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