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Interlocal AgreementHopping Green & Sams Attorneys and Counselors May 3, 2012 Via First A.M. 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 RECEIVED MAY 0 4 2012 FINANCE Re: Interlocal Agreement between Mediterra North Community Development District & Mediterra South Community Development District Dear Martha, Please find enclosed an original certified 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 Interlocal Agreement and return it to me in the enclosed self - addressed UPS envelope. Thank you for your assistance with this request. you have any question or need any further information. Please contact me at (850) 425 -3430 if Fiala Sincerel) Hiller 4� Henning —� Coyle ✓ Coletta� arPn F Enclosures Paralegal Misc. Cares: item 0V= �R2 (7 �)ies to: Post Office Box 6526 Tallahassee, Florida 32314 119 S. Monroe Street, Suite 300 (32301) 850.222.7500 850.224.8551 fax www.hgslaw.com INTERLOCAL AGREEMENT BETWEEN MEDITERRA NORTH COMMUNITY DEVELOPMENT DISTRICT AND MEDITERRA SOUTH COMMUNITY DEVELOPMENT DISTRICT REGARDING MUTUAL COOPERATION FOR THE FINANCING OF IMPROVEMENTS THIS 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 manner in which such assessments shall be levied against such benefitted property within the 11 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 beneftted 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 beneftted 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 Mediterra 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 rd 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 -[ ], adopted by the Governing Body of the Mediterra South District on [AP&,1 ,1)zon] (the "Series 2012 Mediterra South Award Resolution ") and Resolution No 2012 -[ 3], adopted by the Governing Body of the Mediterra North District on [WA 11,&1z -] (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 Third Supplemental Trust Indenture, dated as of May 1, 2012 (the " Mediterra South Third 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 C.1 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 RefundinE 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- and Mediterra South Resolution 2012 - (collectively 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 2.13. 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 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 Indenture), in whole, but not in part, at such times and in the manner specified in the 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 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 Clerk of the Circuit Court of Collier County and the Clerk of the Circuit Court of Lee County, Florida, in accordance with the requirements of 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. IN WITNESS WHEREOF the undersigned set their hands as of the l (o day of hZIA , 2012. COMMUNITY DE ELOPMENT D By: Q a fv 10 Chairman Witness: Attest: ,AAIVr Se etary Print Name Witness: Print Name 11 Witness: Witness: Print Name Print Name MEDITERRA SOUTH COMMUNITY DEVELOPMENT DISTRICT By: /Z-- Chairman 12 Attest CA,-,,-. c ecretary CERTIFICATE AS TO INTERLOCAL AGREEMENT BETWEEN MEDITERRA NORTH COMMUNITY DEVELOPMENT DISTRICT AND MEDITERRA SOUTH COMMUNITY DEVELOPMENT DISTRICT REGARDING MUTUAL COOPERATION FOR THE FINANCING OF IMPROVEMENTS I, CHESLEY E. ADAMS, JR., Secretary of the Mediterra SouthCommunity Development District (the "District "), DO HEREBY CERTIFY that the foregoing is a true and correct copy of the Interlocal Agreement Between Mediterra North Community Development District and Mediterra South Community Development District Regarding Mutual Cooperation for the Financing of Improvements, which was passed and adopted by the District's Board of Supervisors at a meeting held on April 11, 2012, at which a quorum was present and acting throughout. Said resolution has not been repealed, revoked, rescinded or amended, and is in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and the official seal of the District this day of �"� A. , 2012. MEDITERRA SOUTH COMMUNITY ,w DEVELOPMENT DISTRICT By. r J Chesley . Adams, r. a r , Secretary (OFFICIAL DISTRICT SEAL) r q (^ a� 3 ' . •� , t,...