Restated Interlocal Agreement ) CSCiT '-__ 7
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Hopping Green & Sams
LciXT,yunty a° tecords Depart t
pp g Government C- t r
Attorneys and Counselors 3219 Tamiami Trail East '
Naples. Florida 3411?
May 18, 2012
1141r)
Via Overnight Delivery
ATTN: Martha
Collier County Clerk of the Circuit Court
Board Minutes & Records Department
3299 Tamiami Trail East, Suite. 401
Naples, Florida 34112-5746
Re: Amended and Restated Interlocal Agreement between Mediterra North
Community Development District & Mediterra South Community Development
District
Dear Martha,
Please find enclosed the Amended and Restated Interlocal Agreement between Mediterra
North Community Development District and Mediterra South Community Development District
Regarding Mutual Cooperation for the Financing of Improvements, which I am submitting to be
filed with your office in accordance with Section 163.01(11), Florida Statutes(2011).
Please file-stamp the enclosed copy of the Amended and Restated Interlocal Agreement
and return it to me in the enclosed self-addressed UPS envelope.
Thank you for your assistance with this request. Please contact me at (850) 425-3430 if
you have any questions or need any further information.
Sin erely, / /
a ,Ail Iv
'aren F. Jusevi
Paralegal
Enclosures
Post Office Box 6526 Tadanassee.Honda 32314 119 S.Monroe Street,Su to 300(32301) 850.222.7500 850.224.8551 fax www.hgslaw.com
AMENDED AND RESTATED INTERLOCAL AGREEMENT BETWEEN MEDITERRA
NORTH COMMUNITY DEVELOPMENT DISTRICT AND MEDITERRA SOUTH
COMMUNITY DEVELOPMENT DISTRICT REGARDING MUTUAL COOPERATION
FOR THE FINANCING OF IMPROVEMENTS
THIS AMENDED AND RESTATED AGREEMENT is made by and between the
MEDITERRA NORTH COMMUNITY DEVELOPMENT DISTRICT, a special purpose
unit of local government located in the City of Bonita Springs, Florida ("Mediterra North"), and
the MEDITERRA SOUTH COMMUNITY DEVELOPMENT DISTRICT, a special purpose
unit of local government located in Collier County, Florida ("Mediterra South") (collectively
referred to herein as the "Districts") (this Agreement hereinafter referred to as the "Interlocal
Agreement").
RECITALS
WHEREAS, Mediterra North and Mediterra South are special purpose units of local
government located entirely within the City of Bonita Springs and Collier County, Florida,
respectively, that have been established for the purpose of planning, financing, constructing,
installing, and/or acquiring certain improvements, facilities and services in conjunction with the
development of lands located within the Districts, all of which are located within a Planned Use
Development; and
WHEREAS, the Districts were created by and established pursuant to Chapter 190, F.S.,
(the"Charter"); and
WHEREAS, the Mediterra South District has entered into a Master Trust Indenture,
dated as of December 1, 1999 (the "Master Indenture") with the Trustee to secure the issuance of
its Mediterra South Community Development District Capital Improvement Revenue Bonds(the
"Mediterra South Bonds"), issuable in one or more series from time to time; and
WHEREAS, pursuant to Resolution 99-16, adopted by the Governing Body on
September 22, 1999 (as amended and supplemented by the Award Resolution hereinafter
defined, the "Mediterra South Bond Resolution"), the Mediterra South District authorized the
issuance, sale and delivery of not to exceed $80,000,000 of its Mediterra South Community
Development District Capital Improvement Revenue Bonds(the "Mediterra South Bonds"),to be
issued in one or more Series of Bonds as authorized under the Mediterra South Master Indenture,
which Bonds were validated by final judgment of the Circuit Court of Lee County, Florida on
November 22, 1999; and
WHEREAS, the Governing Body of the Mediterra South District duly adopted
Resolution No. 99-14, on September 22, 1999,providing for the acquisition and construction of a
portion of the Mediterra South District's capital improvement program (as described in Exhibit
A to the First Supplemental Indenture, the "Series 1999 Mediterra South Project", providing
estimated Costs of the Series 1999 Mediterra South Project, defining assessable property to be
benefitted by the Series 1999 Mediterra South Project, defining the portion of the cost of the
Series 1999 Mediterra South Project with respect to which Assessments will be imposed and the
1
manner in which such assessments shall be levied against such benefitted property within the
Mediterra South District (the "Series 1999 Mediterra South Assessments"), directing the
preparation of an assessment roll, and, stating the intent of the Mediterra South District to issue
bonds of the Mediterra South District secured by such Assessments to finance the costs of the
acquisition and construction of the Series 1999 Mediterra South Project (the "Mediterra South
Preliminary Assessment Resolution") and the Governing Body of the Mediterra South District
duly adopted Resolution No. 2000-2, following a public hearing conducted in accordance with
the Act, to fix and establish the assessments and the benefitted property (collectively, the
"Mediterra South Assessment Resolution");and
WHEREAS, pursuant to Resolution No 2000-5, adopted by the Governing Body of the
Mediterra South District on December 20, 1999, the Mediterra South District issued, sold and
delivered $30,495,000 of its Mediterra South Community Development District Capital
Improvement Revenue Bonds, Series 1999 (the "Series 1999 Mediterra South Bonds"), in two
Series, $11,415,000 of its Mediterra South Community Development District Capital
Improvement Revenue Bonds, Series 1999A (the "Series 1999A Mediterra South Bonds") and
$19,080,000 of its Mediterra South Community Development District Capital Improvement
Revenue Bonds, Series 1999B (the "Series 1999B Mediterra South Bonds"), which Series 1999B
Mediterra South Bonds are no longer Outstanding under the Indenture (the Outstanding Series
1999A Mediterra South Bonds are hereinafter referred to as the "Series 1999 Mediterra South
Bonds"), as an issue of Mediterra South Bonds under the Mediterra South Master Indenture, and
authorized the execution and delivery of the Mediterra South Master Indenture and a First
Supplemental Indenture to secure the issuance of the Series 1999 Mediterra South Bonds and to
set forth the terms of the Series 1999 Mediterra South Bonds; and
WHEREAS, the Mediterra South District applied the proceeds of the Series 1999
Mediterra South Bonds to: (i) finance the Cost of acquiring, constructing and equipping
assessable improvements (the "Series 1999 Mediterra South Project"); (ii) pay certain costs
associated with the issuance of the Series 1999 Mediterra South Bonds; (iii) making a deposit
into the related Series Reserve Accounts for the benefit of all of the Series 1999 Mediterra South
Bonds; and (iv) pay a portion of the interest to become due on the Series 1999 Mediterra South
Bonds; and
WHEREAS, the Governing Body of the Mediterra South District duly adopted
Resolution No. 99-14, 99-15 and 2000-2 (the "Mediterra South Assessment Proceedings"),
providing for the acquisition and construction of the certain assessable improvements within the
Mediterra South District (the "Mediterra South Assessable Improvements"), defining assessable
property to be benefitted by such improvements, defining the portion of the cost of such
improvements with respect to which special assessments are imposed and the manner in which
such special assessments are levied against such benefitted property within the Mediterra South
District(the "Series 1999 Mediterra South Assessments"); and
WHEREAS, pursuant to Resolution No 2001-8, adopted by the Governing Body of the
Mediterra South District on June 27, 2001, the Mediterra South District issued, sold and
delivered its $5,585,000 of its Mediterra South Community Development District Capital
Improvement Revenue Bonds, Series 2001 (the "Series 2001 Mediterra South Bonds Mediterra
South Bonds") as an issue of Mediterra South Bonds under the Mediterra South Master Indenture
2
and a Second Supplemental Indenture to secure the issuance of the Series 2001 Mediterra South
Bonds and to set forth the terms of the Series 2001 Mediterra South Bonds; and
WHEREAS, the Mediterra South District applied the proceeds of the Series 2001
Mediterra South Bonds to: (i) finance the Cost of acquiring, constructing and equipping the
second phase of the Mediterra South Capital Improvement Program which comprised the Series
2001 Mediterra South Project; (ii) pay certain costs associated with the issuance of the Series
2001 Mediterra South Bonds; (iii) making a deposit into the 2001 Reserve Account for the
benefit of all of the Series 2001 Mediterra South Bonds; and (iv) pay a portion of the interest to
become due on the Series 2001 Mediterra South Bonds;and
WHEREAS, the Mediterra South Assessment Resolution was supplemented by a
Supplemental Assessment Methodology Report describing the allocation of the Assessments
relating to the Series 2001 Mediterra South Project (the "Series 2001 Mediterra South
Assessments") based upon the issuance, sale and delivery of the Series 2001 Mediterra South
Bonds;and
WHEREAS, Mediterra North Community Development District (the "Mediterra North
District"), a community development district and a local unit of special purpose government
under the Act having boundaries adjacent to the Mediterra North District and sharing a common
development plan with the Mediterra North District, entered into a Master Trust Indenture, dated
as of July 1, 2001 (the "Mediterra North Master Indenture") with the Trustee (in its capacity as
trustee under the Mediterra North Master Indenture,the"Mediterra North Trustee")to secure the
issuance of its Mediterra North Community Development District Capital Improvement Revenue
Bonds(the "Mediterra North Bonds"), issuable in one or more series from time to time;and
WHEREAS, pursuant to Resolution 2001-15, adopted by the Governing Body of the
Mediterra North District on April 5, 2001 (as amended and supplemented by the Award
Resolution hereinafter defined, the "Mediterra North Bond Resolution"), the Mediterra North
District authorized the issuance, sale and delivery of not to exceed $27,000,000 of its Mediterra
North Community Development District Capital Improvement Revenue Bonds (the "Mediterra
North Bonds"), to be issued in one or more Series of Bonds as authorized under the Mediterra
South Master Indenture, which Mediterra North Bonds were validated by final judgment of the
Circuit Court of Lee County,Florida on June 8,2001; and
WHEREAS, the Governing Body of the Mediterra North District duly adopted
Resolution No. 2001-13, on April 5, 2001, providing for the acquisition and construction of the
Series 2001 Mediterra North Project (hereinafter defined), providing estimated Costs of the
Series 2001 Mediterra North Project, defining assessable property to be benefitted by the Series
2001 Mediterra North Project,defining the portion of the cost of the Series 2001 Mediterra North
Project with respect to which Assessments will be imposed and the manner in which such
assessments shall be levied against such benefitted property within the Mediterra North District
(the "Series 2001 Mediterra North Assessments"), directing the preparation of an assessment roll,
and, stating the intent of the Mediterra North District to issue bonds of the Mediterra North
District secured by such Assessments to finance the costs of the acquisition and construction of
the Series 2001 Mediterra North Project (the "Mediterra North Preliminary Assessment
Resolution") and the Governing Body of the Meditena North District duly adopted Resolution
3
No. 2001-18, on May 15, 2001, following a public hearing conducted in accordance with the
Act, to fix and establish the assessments and the benefitted property (collectively, the "Mediterra
North Assessment Resolution");and
WHEREAS,pursuant to Resolution No 2001-23, adopted by the Governing Body of the
Mediterra North District on July 25, 2001, the Mediterra North District has authorized the
issuance, sale and delivery of $20,030,000 of its Mediterra North Community Development
District Capital Improvement Revenue Bonds, Series 2001 (the "Series 2001 Mediterra North
Bonds"), in two Series, $18,200,000 of its Mediterra North Community Development District
Capital Improvement Revenue Bonds, Series 2001A (the "Series 2001A Mediterra North
Bonds") and $1,830,000 of its Mediterra North Community Development District Capital
Improvement Revenue Bonds, Series 2001B (the "Series 2001B Mediterra North Bonds") as an
issue of Bonds under the Mediterra North Master Indenture, and has authorized the execution
and delivery of the Mediterra North Master Indenture and a First Supplemental Indenture (the
Mediterra North Master Indenture, as supplemented by the First Supplemental Indenture is
hereinafter referred to as the "Mediterra North Indenture") to secure the issuance of the Series
2001 Mediterra North Bonds and to set forth the terms of the Series 2001 Mediterra North
Bonds; and
WHEREAS, the Mediterra North District applied the proceeds of the Series 2001
Mediterra North Bonds to: (i) finance the Cost of acquiring, constructing and equipping
assessable improvements (the "Series 2001 Mediterra North Project"); (ii) pay certain costs
associated with the issuance of the Series 2001 Mediterra North Bonds; (iii) make a deposit into
the related Series Reserve Accounts for the benefit of all of the Series 2001 Mediterra North
Bonds; and (iv) pay a portion of the interest to become due on the Series 2001 Mediterra North
Bonds; and
WHEREAS, the Governing Body of the Mediterra North District duly adopted
Resolution No. 2001-13,2001-14 and 2001-18 (the "Mediterra North Assessment Proceedings"),
providing for the acquisition and construction of the certain assessable improvements within the
Mediterra North District (the "Mediterra North Assessable Improvements"), defining assessable
property to be benefitted by such improvements, defining the portion of the cost of such
improvements with respect to which special assessments will be imposed and the manner in
which such special assessments shall be levied against such benefitted property within the
Mediterra North District(the "Series 2001 Mediterra North Assessments"); and
WHEREAS, the Mediterra South District and the Mediterra North District have each
determined that under existing market conditions, it would be in the best financial interest of the
respective District to currently refund and redeem all of the Outstanding Series 1999 Mediterra
South Bonds, the Series 2001 Mediterra South Bonds (the "Prior Mediterra South Bonds") and
the Series 2001 Mediterra North Bonds(the"Prior Mediterra North Bonds,"and collectively,the
"Prior Bonds") in order to achieve debt service savings and reduce the corresponding
Assessments paid by the residents and taxpayers of each District;
WHEREAS, pursuant to the Act and Chapter 163, Florida Statutes, as amended (the
"Interlocal Cooperation Act"), the Mediterra South Districts may enter into an interlocal
agreement pursuant to which, inter alia, in order to facilitate marketing of bonds to refinance the
4
outstanding bonds of each District, the Mediterra South Districts agree that the Mediterra South
District shall issue bonds on behalf of itself and loan a portion of the proceeds of the bonds to the
Mediterra North District to refund and redeem its Bonds, and may also provide for certain
covenants and agreements with respect to the collection, deposit, enforcement and disposition of
the Assessments of each District in order to pay debt service on the refunding bonds; and
WHEREAS, the Districts wish to enter into an agreement to jointly exercise their
uniform charter powers in a cost effective and rational manner and to issue Capital Improvement
Refunding Bonds to refund the Prior Bonds; and
WHEREAS, the Districts are each empowered by the Charter to construct improvements
to benefit the lands within and beyond their respective boundaries;and
WHEREAS, the Districts find it mutually beneficial and in the best interests of their
landowners, future residents and the public at large that the Districts cooperate to avoid
conflicting, disjointed, duplicative, or multiple financing efforts as the Districts implement the
Charter for the lands within and beyond their respective boundaries; and
WHEREAS, the Districts wish to ensure the timely, efficient and cost effective issuance
of the New Bonds; and
WHEREAS, section 163.01, Florida Statutes, known as the "Florida Interlocal
Cooperation Act of 1969," permits local governmental units to make the most efficient use of
their powers by enabling them to cooperate with other localities on a basis of mutual advantage
and thereby to provide services and facilities in a manner and pursuant to forms of governmental
organization that will accord best with geographic, economic, population, and other factors
influencing the needs and development of local communities;and
WHEREAS, section 190.011, Florida Statutes, permits districts to borrow money and
issue bonds; levy special assessments; borrow money from a unit of local government for any
district purposes and to enter into agreements required in connection therewith; and cooperate
with, or contract with, other governmental agencies as may be necessary or convenient in
connection with any of the powers,duties,or purposes authorized in the Charter; and
WHEREAS, section 190.016(7), Florida Statutes, permits districts to issue bonds to
provide for the refunding of bonds of the district; and
WHEREAS, the Mediterra North and Mediterra South Districts find this Interlocal
Agreement to be necessary, proper and convenient to the exercise of their powers, duties and
purposes authorized by law; and
WHEREAS, the Districts desire to exercise jointly their common powers and authority
concerning the cost effective refunding of the Prior Bonds; and
WHEREAS, to facilitate the refunding of the Prior Bonds, the parties find it in their
respective best interests that one district to take the lead in the financing activities.
5
WHEREAS,the Mediterra South District and the Mediterra North District enter into this
Interlocal Agreement, which shall be filed as required by law with the Circuit Clerk of Collier
County, Florida and Lee County, Florida),pursuant to which, subject to the terms and conditions
set forth herein, the Mediterra North District has agreed that the Mediterra South District shall
issue, sell and deliver its revenue and refunding bonds in order to refund and redeem all of the
Outstanding Mediterra South Bonds and loan a portion of the Series 2012 Bond proceeds to the
Mediterra North District to refund and redeem all of the outstanding Mediterra North Bonds and
has provided herein for the collection, deposit enforcement and disposition of the Assessments of
each District, as hereinabove described,and set forth the terms under which said refunding bonds
are to be issued and the terms of such refunding bonds and for the application of the proceeds
thereof; and
WHEREAS, pursuant to this Interlocal Agreement, Resolution No 2012-1, adopted by
the Governing Body of the Mediterra South District on April 11, 2012, (the "Series 2012
Mediterra South Award Resolution")and Resolution No 2012-3,adopted by the Governing Body
of the Mediterra North District on April 11, 2012, (the "Series 2012 Mediterra North Award
Resolution"), the Mediterra South District has authorized the issuance, sale and delivery by the
Mediterra South District of its Mediterra South Community Development District Capital
Improvement Revenue Refunding Bonds, Series 2012 (the "Series 2012 Bonds") as an issue of
Bonds under the Mediterra South Master Indenture, and has authorized the execution and
delivery of a Fourth Supplemental Trust Indenture, dated as of May 1, 2012 (the "Mediterra
South Fourth Supplemental Indenture"), from the District to the Trustee to secure the issuance of
the Series 2012 Bonds and to set forth the terms of the Series 2012 Bonds;and
WHEREAS, the Mediterra South District will apply the proceeds of the Series 2012
Bonds to: (i) currently refund and redeem all of the Outstanding principal amount of the Prior
Bonds; (ii) pay certain costs associated with the issuance of the Series 2012 Bonds; and (iii)
make a deposit into the Series 2012 Reserve Account for the benefit of all of the Series 2012
Bonds; and
WHEREAS,the Series 2012 Bonds will be payable from and secured by the Series 1999
Mediterra South Assessments, the Series 2001 Mediterra South Assessments (collectively, the
Mediterra South Assessments") and the Series 2001 Mediterra North Assessments paid to the
Mediterra South District pursuant to the Interlocal Agreement (collectively, the "Series 2012
Assessments"), which, together with the Series 2012 Pledged Funds and Accounts (hereinafter
defined)will comprise the Series 2012 Trust Estate (hereinafter defined),which shall constitute a
"Series Trust Estate" as defined in the Mediterra South Master Indenture; and
WHEREAS, the Districts wish to enter into an agreement to jointly exercise their
uniform charter powers in a cost effective and rational manner and to issue Capital Improvement
Refunding Bonds to refund the Prior Bonds; and
WHEREAS, the Districts are each empowered by the Charter to construct improvements
to benefit the lands within and beyond their respective boundaries; and
WHEREAS, the Districts find it mutually beneficial and in the best interests of their
landowners, future residents and the public at large that the Districts cooperate to avoid
6
conflicting, disjointed, duplicative, or multiple financing efforts as the Districts implement the
Charter for the lands within and beyond their respective boundaries; and
WHEREAS, the Districts wish to ensure the timely, efficient and cost effective issuance
of the New Bonds; and
WHEREAS, section 163.01, Florida Statutes, known as the "Florida Interlocal
Cooperation Act of 1969," permits local governmental units to make the most efficient use of
their powers by enabling them to cooperate with other localities on a basis of mutual advantage
and thereby to provide services and facilities in a manner and pursuant to forms of governmental
organization that will accord best with geographic, economic, population, and other factors
influencing the needs and development of local communities;and
WHEREAS, section 190.011, Florida Statutes, permits districts to borrow money and
issue bonds; levy special assessments; borrow money from a unit of local government for any
district purposes and to enter into agreements required in connection therewith; and cooperate
with, or contract with, other governmental agencies as may be necessary or convenient in
connection with any of the powers,duties,or purposes authorized in the Charter; and
WHEREAS, section 190.016(7), Florida Statutes, permits districts to issue bonds to
provide for the refunding of bonds of the district; and
WHEREAS, the Mediterra North and Mediterra South Districts find this Interlocal
Agreement to be necessary, proper and convenient to the exercise of their powers, duties and
purposes authorized by law; and
WHEREAS, the Districts desire to exercise jointly their common powers and authority
concerning the cost effective refunding of the Prior Bonds; and
WHEREAS, to facilitate the refunding of the Prior Bonds, the parties find it in their
respective best interests that one district to take the lead in the financing activities.
NOW,THEREFORE, in consideration of the recitals, agreements and mutual covenants
contained herein,and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the Districts,the Districts agree as follows:
SECTION 1. Recitals and Authority. The foregoing recitals are true and correct and
by this reference are incorporated as a material part of this Interlocal Agreement. This Interlocal
Agreement is entered into pursuant to the provision of Florida law, including but not limited to
Chapters 163, 189,and 190, Florida Statutes, and the Florida Constitution.
SECTION 2. Cooperation on Refunding of Bonds. Under the Charter, the Districts
are empowered to issue and refund bonds, as defined in the Charter. The Districts agree and
covenant to cooperate on the issuance and refunding of bonds. To that end, the Districts have
adopted Mediterra North Resolution 2012-3 and Mediterra South Resolution 2012-1 (collectively
7
the "Resolutions"), and a Supplemental Special Assessment Methodology Report for the
allocation of benefits and debt over all of the lands within the Districts(the"Methodology").
A. Issuance of Bonds by Mediterra South. Mediterra South and Mediterra North agree
that Mediterra South shall issue its Capital Improvement Revenue Bonds, Series 2012 (the
"Series 2012 Bonds") under and pursuant to a Master Trust Indenture, dated as of December 1,
1999 (the "Master Indenture"), from Mediterra South to U.S. Bank, National Association, as
successor in trust, as trustee (the "Trustee"), as supplemented by a Fourth Supplemental Trust
Indenture, dated as of May 1, 2012 (the "Fourth Supplemental Indenture" and the Master
Indenture, as amended and supplemented by the Fourth Supplemental Indenture is hereinafter
referred to as the "Indenture"), from the District to the Trustee. A portion of the proceeds of the
Series 2012 Bonds applied by the Mediterra South District will: (i) currently refund and redeem
all of the Outstanding principal amount of the Prior Mediterra South Bonds; (ii)pay certain costs
associated with the issuance of the Series 2012 Bonds; and (iii) make a deposit into the Series
2012 Reserve Account for the benefit of all of the Series 2012 Bonds. An additional portion of
the proceeds of the Series 2012 Bonds will be loaned to Mediterra North in order to provide
Mediterra North with funds to: (i) currently refund and redeem all of the Outstanding principal
amount of the Prior Mediterra North Bonds; (ii) pay certain costs associated with the issuance of
the Series 2012 Bonds; and (iii) make a deposit into the Series 2012 Reserve Account for the
benefit of all of the Series 2012 Bonds.
B. Collection of Special Assessments; Repayment of Loan by Mediterra North. In each
and every instance in which Mediterra South issues debt and lends a portion of the proceeds to
Mediterra North in accordance with Section 2.A. above,Mediterra North agrees and covenants to
repay the loan at times and in amounts and on the terms set forth for Mediterra North in Exhibit
A to the Fourth Supplemental Indenture from Special Assessments which shall be imposed,
levied and collected in accordance with the terms of the Act (which may be by direct collection,
use of the Lee County tax roll, or any other method allowed under the Indenture and state law).
All Special Assessments collected by Mediterra North pursuant to this paragraph shall be
remitted upon direction by Mediterra South within thirty days of receipt, by check or electronic
transfer and shall be credited against the principal and interest due on the loan in accordance with
the provisions of the Fourth Supplemental Indenture.
C. Remittance of Special Assessments. In each and every instance in which Mediterra
South issues debt in accordance with Sections 2.A. and 2.B. above, Mediterra South hereby
directs the payment directly to the Trustee in accordance with the Fourth Supplemental Indenture
as the absolute assignee, for the benefit of the Owners of the Series 2012 Bonds. Any
prepayments of Series 2012 Assessments received by either district shall be immediately
deposited with the Trustee and designated as such.
D. Covenants. Mediterra North hereby covenants and agrees to comply with each and
every provision contained in Article VIII of the Mediterra South Master Indenture, Section 702
through and including Section 705 of the Mediterra Third Supplemental Indenture, and Article
VI of the Mediterra South Fourth Supplemental Indenture as if each and every such provision
were expressly set forth herein and referenced Mediterra North in lieu of Mediterra South.
Mediterra North may redeem the Mediterra North Portion (as defined in the Supplemental
8
Indenture), in whole, but not in part, at such times and in the manner specified in the Mediterra
South Fourth Supplemental Indenture.
SECTION 3. Indemnification. Nothing in this Interlocal Agreement shall be deemed
as a waiver of immunity or limits of liability of either District, including their supervisors,
officers, agents and employees and independent contractors,beyond any statutory limited waiver
of immunity or limits of liability which may have been adopted by the Florida Legislature in
section 768.28, Florida Statutes or other statute, and nothing in this Interlocal Agreement shall
inure to the benefit of any third party for the purpose of allowing any claim which would
otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.
SECTION 4. Default. A default by either District under this Interlocal Agreement shall
entitle the other District to all remedies available at law or in equity, which may include, but not
be limited to, damages, injunctive relief and specific performance. Each of the parties hereto
shall give the other party written notice of any defaults hereunder and shall allow the defaulting
party not less than five (5)days from the date of receipt of such notice to cure monetary defaults
and fifteen(15)days to cure other defaults.
SECTION 5. Enforcement. In the event that either District seeks to enforce this
Interlocal Agreement by court proceedings or otherwise, then the prevailing party shall be
entitled to recover all fees and costs incurred, including reasonable attorneys' fees and costs for
trial, alternative dispute resolution or appellate proceedings.
SECTION 6. Controlling Law. This Agreement shall be construed and governed in
accordance with the laws of the State of Florida.
SECTION 7. Severability. In the event any term or provision of this Agreement is
determined by appropriate judicial authority to be illegal or otherwise invalid, such provision
shall be construed or deleted as such authority determines, and the remainder of this Agreement
shall be construed to be in full force and effect.
SECTION 8. Amendment. This Interlocal Agreement shall not be modified or
amended except by written agreement duly executed by the parties hereto.
SECTION 9. Time of the Essence. The Districts each agree that time is of the essence
of this Interlocal Agreement
SECTION 10. Notice. Each District shall furnish to the other such notice, as may be
required from time to time, pursuant to this Interlocal Agreement, in writing, posted in the U.S.
mail or by hand delivery,or by overnight delivery service and addressed as follows:
To Mediterra North: Mediterra North Community Development District
6131 Lyons Road, Suite 100
Coconut Creek,Florida 33073
Attn: District Manager
9
To Mediterra South: Mediterra South Community Development District
6131 Lyons Road, Suite 100
Coconut Creek,Florida 33073
Attn: District Manager
With a copy to: Hopping Green& Sams,P.A.
119 South Monroe Street, Suite 300
Post Office Box 6526
Tallahassee,Florida 32314
Attn: District Counsel
Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon
actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of
delivery) or on a non-business day, shall be deemed received on the next business day. If any
time for giving Notice contained in this Agreement would otherwise expire on a non-business
day, the Notice period shall be extended to the next succeeding business day. Saturdays,
Sundays,and legal holidays recognized by the United States government shall not be regarded as
business days. Any party or other person to whom Notices are to be sent or copied may notify
the other parties and addressees of any change in name or address to which Notices shall be sent
by providing the same on five (5) days written notice to the parties and addressees set forth
herein.
SECTION 11 Execution in Counterparts. This Agreement may be simultaneously
executed in several counterparts, each which shall be an original and all of which shall constitute
but one and the same instrument.
SECTION 12. Effective Date. This Interlocal Agreement and the rights conferred
herein shall become effective upon filing with the in accordance with the requirements of
and the Clerk of the Circuit Court of Lee County, Florida,
Section 163.01(11), F.S. This Interlocal agreement shall expire one year from the effective date
if on that date bonds have not been issued by Mediterra South as provided herein.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
10
IN WITNESS WHEREOF the undersigned set their hands as of the 16 day of
W\01 , 2012.
MEDITERRA NORTH
COMMUNITY DEVELOPMENT DISTRICT
By: 1!P. AN
airman
Witness:
CikA �
1 Attest
c:.I net- t\0./\ q k .ecretary
Print lme
Witness:
1.
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Print Name
11
MEDITERRA SOUTH
COMMUNITY DEVELOPMENT DISTRICT
By: / ---"- \/if
Chairman
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Witness:
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)/ V A.,
Print Name
12