HomeMy WebLinkAbout2008-090F 2
s -opC5
1912116
THIS DOCUMENT HAS BEEN
RECORDED IN THE PUBIC RECORDS
OF INDIAN RIVER COUNTY FL
BK: 2252 PG:1097, Pagel of 11
03/27/2008 at 01:33 PM,
JEFFREY K BARTON, CLERK OF COURT
INTERLOCAL AGREEMENT
Dated as of March 1, 2008
Between
PALM BEACH COUNTY, FLORIDA
and
INDIAN RIVER COUNTY, FLORIDA
THERE ARE NO DOCUMENTARY STAMPS DUE ON THE VARIABLE RATE
DEMAND REVENUE BONDS DESCRIBED HEREIN, PURSUANT TO CHAPTER 159,
PART II, FLORIDA STATUTES
This Interlocal Agreement was prepared by:
Emily F. Diaz, Attorney at Law
Foley & Lardner LLP
One Independent Drive, Suite 1300
Jacksonville, Florida 32202-5017
This document
should be returned to
the County Attorney's Office
JACK_8040IM1 27th Street
Vero Beach, Florida 32960
INTERLOCAL AGREEMENT
THIS INTERLOCAL AGREEMENT (the "Agreement") is dated as of March 1,
2008, and is entered into between PALM BEACH COUNTY, FLORIDA ("Palm Beach
County"), a political subdivision of the State of Florida, and INDIAN RIVER COUNTY,
FLORIDA ("Indian River County"), a political subdivision of the State of Florida;
WITNESSETH:
WHEREAS, pursuant to Chapter 125 and Chapter 159, Part II, Florida Statutes,
Palm Beach County and Indian River County are authorized to issue bonds to finance or
refinance the acquisition, construction and equipping of "projects," as defined in Part II of
Chapter 159, Florida Statutes, including, without limitation, social service center facilities; and
WHEREAS, Palm Beach County and Indian River County each constitutes a
"public agency" within the meaning of Section 163.01, Florida Statutes, as amended (the
"Interlocal Act"), and are each authorized under the Interlocal Act to enter into interlocal
agreements providing for them to jointly exercise any power, privilege or authority which each
of them could exercise separately; and
WHEREAS, the Borrower has requested that Palm Beach County and Indian
River County enter into this Agreement to authorize Palm Beach County to issue not exceeding
$17,000,000 in aggregate principal amount of its Variable Rate Demand Revenue Bonds (The
Children's Home Society of Florida Project), Series 2008 (the "Series 2008 Bonds") to finance
social service center facilities to be owned and operated by The Children's Home Society of
Florida, a Florida not for profit corporation (the `Borrower"), in Palm Beach County, Indian
River County, Collier County, Jacksonville and Tallahassee (collectively, the "2008 Projects"),
with the proceeds of approximately $4,300,000 in principal amount of said Series 2008 Bonds to
be applied to finance the portion of the 2008 Projects located in Indian River County, such
financing to result in significant cost savings to the Borrower over the issuance and sale of
separate bonds by Palm Beach County and Indian River County in order to finance the 2008
Projects; and
WHEREAS, Palm Beach County and Indian River County have agreed to enter
into this Agreement for the purposes stated above; and
WHEREAS, on March 11, 2008, the Board of County Commissioners of Palm
Beach County approved the issuance of the Series 2008 Bonds, the application of the proceeds
thereof and the execution and delivery of this Agreement, and following a duly noticed public
hearing held on February 5, 2008, for the purpose of giving all interested persons an opportunity
to express their views, either orally or in writing, on the proposed issuance of the Series 2008
Bonds, the Board of County Commissioners of Palm Beach County, Florida, which has
J urisdiction for purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended,
over the area in which those portions of the 2008 Projects to be financed or refinanced in Palm
Beach County, Florida will be located, approved the issuance of the Series 2008 Bonds and the
application of the proceeds thereof; and
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JACK_804035.3
WHEREAS, on March 18, 2008, following a duly noticed public hearing held by
the Indian River County Board of County Commissioners for the purpose of giving all interested
persons an opportunity to express their views, either orally or in writing, on the proposed
issuance of the Bonds, the Indian River Board of County Commissioners, which has jurisdiction
for purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended, over the area
in which the portion of the 2008 Projects to be financed or refinanced in Indian River County,
Florida, will be located, approved the execution and delivery of this Agreement, the issuance of
the Series 2008 Bonds by Palm Beach County and the application of the proceeds thereof, and
WHEREAS, the Interlocal Act authorizes Palm Beach County and Indian River
County to enter into this Agreement and confers upon Palm Beach County authorization to issue
the Series 2008 Bonds and to apply the proceeds thereof to the financing of the 2008 Projects
through a loan of such proceeds to the Borrower; and
WHEREAS, the parties hereto desire to agree to the issuance of the Series 2008
Bonds by Palm Beach County for such purposes and such agreement by such parties is in the
public interest; and
WHEREAS, the Borrower has agreed to indemnify Palm Beach County and
Indian River County in connection with their execution of this Agreement;
NOW, THEREFORE, for and in consideration of the premises hereinafter
contained, and intending to be legally bound hereby, the parties hereto agree as follows:
SECTION 1. Authorization to Issue the Series 2008 Bonds. Palm Beach County
and Indian River County do hereby agree that Palm Beach County is hereby authorized to issue
the Series 2008 Bonds in an aggregate principal amount not exceeding $17,000,000 and to loan
the proceeds thereof to the Borrower to finance the 2008 Projects, with approximately
$4,300,000 of such proceeds to be applied to finance or refinance the 2008 Projects in Indian
River County, Florida. Palm Beach County is hereby authorized to exercise all powers relating
to the issuance of the Series 2008 Bonds vested in Indian River County pursuant to the
Constitution and the laws of the State of Florida and to do all things within the jurisdiction of
Indian River County which are necessary or convenient for the issuance of the Series 2008
Bonds and the financing or refinancing of the 2008 Projects to the same extent as if Indian River
County were issuing its own obligations for such purposes without any further authorization
from Indian River County to exercise such powers or to take such actions. It is the intent of this
Agreement and the parties hereto that Palm Beach County be vested, to the maximum extent
permitted by law, with all powers which Indian River County might exercise with respect to the
issuance of the Series 2008 Bonds and the lending of the proceeds thereof to the Borrower to
finance or refinance the 2008 Projects in Indian River County as though Indian River County
were issuing such Series 2008 Bonds as its own special limited obligations.
SECTION 2. Qualifying project.
A. Each of the parties hereto represents that each of the 2008 Projects within
its jurisdiction constitutes a "project' as such term is used in Part II, Chapter 159, Florida
Statutes.
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JACK_804035.3
B. Palm Beach County hereby represents, determines and agrees as follows:
1. The 2008 Projects located within Palm Beach County are appropriate to
the needs and circumstances of, and shall make a significant contribution to the economic
growth of Palm Beach County; shall provide or preserve gainful employment; and shall
serve a public purpose by advancing the economic prosperity, the public health, or the
general welfare of the State of Florida and its people.
2. The Borrower is financially responsible and fully capable and willing to
fulfill its obligations under the financing agreement, including the obligations to make
payments in the amounts and at the times required, to operate, repair, and maintain at its
own expense the 2008 Projects, and to serve the purposes of Part II, Chapter 159, Florida
Statutes and such other responsibilities as may be imposed under the financing
agreement.
3. Palm Beach County will be able to cope satisfactorily with the impact of
the 2008 Projects located in Palm Beach County and will be able to provide, or cause to
be provided when needed, the public facilities, including utilities and public services, that
will be necessary for the construction, operation, repair, and maintenance of the 2008
Projects and on account of any increases in population or other circumstances resulting
therefrom.
4. Adequate provision will be made in the financing agreements for the
operation, repair, and maintenance of the 2008 Projects at the expense of the Borrower
and for the payment of principal of and interest on the Bonds.
C. Indian River County hereby represents, determines and agrees as follows:
1. The 2008 Projects located within Indian River County are appropriate to
the needs and circumstances of, and shall make a significant contribution to the economic
growth of Indian River County; shall provide or preserve gainful employment; and shall
serve a public purpose by advancing the economic prosperity, the public health, or the
general welfare of the State of Florida and its people,
2. Indian River County will be able to cope satisfactorily with the impact of
the 2008 Projects located in Indian River County and will be able to provide, or cause to
be provided when needed, the public facilities, including utilities and public services, that
will be necessary for the construction, operation, repair, and maintenance of such 2008
Projects and on account of any increases in population or other circumstances resulting
therefrom.
The foregoing findings do not represent an agreement by Indian River County
with respect to any zoning or land use requirements, including compliance with the
Comprehensive Plan, but are made in accordance with the requirements of Chapter 159, Florida
Statutes.
SECTION 3.
No
Pecuniary
Liability
of
Indian
River County:
Limited
Obligation of Palm
Beach
County.
Neither
the provisions, covenants
or agreements
contained in
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JACK_804035.3
this Agreement and any obligations imposed upon Indian River County hereunder, nor the Series
2008 Bonds issued pursuant to this Agreement, shall constitute an indebtedness or liability of
Indian River County. The Bonds when issued, and the interest thereon, shall be limited and
special obligations of Palm Beach County payable solely from certain revenues and other
amounts pledged thereto by the terms thereof.
SECTION 4. No Personal Liability. No covenant or agreement contained in this
Agreement shall be deemed to be a covenant or agreement of any member, officer, agent or
employee of Indian River County or Palm Beach County in his or her individual capacity and no
member, officer, agent or employee of Indian River County or Palm Beach County shall be
liable personally on this Agreement or be subject to any personal liability or accountability by
reason of the execution of this Agreement.
SECTION 5. Allocation of Responsibilities. Palm Beach County shall take all
actions it deems necessary or appropriate in connection with the issuance of the Series 2008
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 Series 2008 Bonds and the establishment of any funds and accounts pursuant to an
indenture of trust related to the Series 2008 Bonds.
Neither Indian River County nor Palm Beach County shall be liable for the costs
of issuing the Series 2008 Bonds or the costs incurred by either 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 Indian River County, Palm Beach
County or counsel to either. All of such costs shall be paid from the proceeds of the Series 2008
Bonds or from other moneys of the Borrower.
SECTION 6. Indemnity. The Borrower, by its approval and acknowledgment at
the end of this Agreement, agrees to indemnify and hold harmless Indian River County and Palm
Beach County, and their respective officers, employees and agents, from and against any and all
losses, claims, damages, liabilities or expenses, of every conceivable kind, character and nature
whatsoever, including, but not limited to, losses, claims, damages, liabilities or expenses
(including reasonable fees and expenses of attorneys, accountants, consultants and other experts),
arising out of, resulting from, or in any way connected with this Agreement or the issuance of the
Series 2008 Bonds, other than any such losses, damages, liabilities or expenses, in the case of
Palm Beach County, arising from the willful misconduct of Palm Beach County, and, in the case
of Indian River County, arising from the willful misconduct of Indian River County.
SECTION 7. Term. This Agreement will remain in full force and effect from
the date of its execution, subject to the provisions of SECTION 8 hereof, until such time as it is
terminated by any party hereto upon 10 days' advance written notice to the other party hereto.
Notwithstanding the foregoing, it is agreed that this Agreement may not be terminated so long as
any of the Series 2008 Bonds remain outstanding or unpaid. Nothing herein shall be deemed in
any way to limit or restrict either party hereto from issuing its own obligations or entering into
any other agreement for the financing or refinancing of any facility which either party hereto
may choose to finance or refinance.
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JACK_804035.3
SECTION 8. Filing of Agreement. It is agreed that this Agreement shall be filed
by the Borrower or its authorized agent or representative with the Clerk of the Circuit Court of
Indian River County, Florida, and with the Clerk of the Circuit Court of Palm Beach County,
Florida, all in accordance with the Interlocal Act, and that this Agreement shall not become
effective until so filed.
SECTION 9. Severability of Invalid Provisions. If anyone 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.
SECTION 10. WAIVER OF JURY TRIAL. EACH OF THE PARTIES
HERETO AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENT CONTEMPLATED TO
BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT.
SECTION 11. Litigation. In the event any legal proceedings are instituted
between the parties hereto concerning this Agreement, the prevailing party in such proceedings
shall be entitled to recover its costs of suit, including reasonable attorneys' fees, at both trial and
appellate levels.
SECTION 12. Governing Law. This Agreement is being delivered and is
intended to be performed in the State of Florida, and shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of such State.
SECTION 13. Execution in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument.
SECTION 14. Limitation. In no event shall any Series 2008 Bonds be issued
pursuant to this Agreement after December 31, 2008, without the prior written authorization of
Indian River County.
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JACK_804035.3
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed by the proper officers thereof and have caused their seals to be affixed
hereto and attested by the proper officers thereof, all as of the date first above written.
PALM BEACH COUNTY, FLORIDA
(SEAL)
By:
Chairperson, Board of County
Commissioners of Palm Beach County,
Florida
ATTEST: Sharon Bock, Clerk
By:
Clerk of the Circuit Court and
Ex -officio Clerk of the Board of
County Commissioners
^�ti`17 Y
Addie L. Greene, Chairperson
66ACy •• `
T Y v,
Clerk LORIDP
•'4y0'•.....'�
Approved as to form and legal suffjNepcy:*...•••
By: Otw` T—
Paul King, Assistant Co Attorney
[Signature Page to Interlocal Agreement with Indian River County.]
6
JACK 8040353
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed by the proper officers thereof and have caused their seals to be affixed
hereto and attested by the proper officers thereof, all as of the date first above written.
(SEAL)
A-TI;s'f:'
z,
By.
Jeffrey K. Barton, Clerk of the Circuit
Court by Deputy Clerk
JACK_804035.3
INDIAN RIVER COUNTY,
I of County Commissioners
L. Bowden
APPROVED AS TO FORM
AN, EZSUFFiCiF.NCY
Y r -
M RIAN E. i L
ASSISTANT COUNTY ATTORNEY
[Signature Page to Interlocal Agreement with Indian River County.]
S�P�i�bKIEC9:
0r- -�,J+ninistrator
APPROVAL AND ACKNOWLEDGMENT OF THE BORROWER
The Children's Home Society of Florida, a Florida not for profit corporation,
hereby approves this Interlocal Agreement and acknowledges acceptance of its obligations
arising hereunder, including, without limitation, its obligations under SECTION 6 hereof, by
causing this Approval and Acknowledgment to be executed by its proper officer as of the date of
said Interlocal Agreement.
THE CHILDREN'S HOME SOCIETY OF
FLORIDA
By:
Robe*Wyea., , f Financial
Officer
[Signature Page to Interlocal Agreement with Indian River County.]
8
JACK_804035.3
STATE OF FLORIDA
COUNTY OF Palm Beach
The foregoing instrument w�,aas acknowledged before me this20th day of
March 2008 by Addie L. {3reene Chairperson of the Board of
County Commissioners of Palm Beach County, Florida, who is personally known to me.
(SEAL)
Printed,'Typed Name:
Notary Public -State of Florida
Commission Number: NOTARYPOMUCSTATE01,MRIDA
Gloria Madison
Commission ])D710964
fres: OCT. 19, 2011
`•, ,nEuPTNrncBWDHtOco.,ma.
BONDED
STATE OF FLORIDA
COUNTY OF Palm Beach
The foregoing instrument was acknowledged before me this 20thday of
March 200 8 , by Tracey Powell , Deputy Clerk of the Circuit Court
of Palm Beach County, Florida, who is personally known to me.
(SEAL)
AZWAe
Printed/Typed Name:
Notary uc-State of
Commission Number- FNOTWy� Gloria M RnIDA
W`Commission #DD710864
!,: Expirm OCT. ]9, 2011
BONDED THRB An.AMnCBONDIHG CO., B1G
[Notarial Page to Interlocal Agreement with Indian River County.]
JACK 8040353
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
The foregoing instrument was acknowledged before me this 18 day of
March 2008 , by Sandra L. Bowden , Chairman of the Board of County
Commissioners of Indian River County, Florida, who is personally known to me.
(SEAL)
La a. ww.r Printed/Typed Name:
jMY 'pD3ismi Notary Public -State of Florida
ExomMay i5'2008 Commission Number:
[Notarial Page to Interlocal Agreement with Indian River County.]
JACK_804035.3