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Agenda 03/25/2008 Item #16K 4 Agenda Item No, 16K4 March 25, 2008 Page 1 of 25 EXECUTIVE SUMMARY Request by the Collier County Indus1rial Development Authority for approval of a resolution authorizing Palm Beach County to issue revenue bonds for the Children's Home Society of Florida, Inc. to finance or refinance certain projects in several Florida counties, including Collier County, and to authorize the Collier County Indus1rial Development Authority to enter into an interlocal agreement with Palm Beach County. OBJECTIVE: To accomplish the necessary approvals to authorize Palm Beach County to issue revenue bonds for the Children's Home Society of Florida, Inc., to finance or refinance certain projects in several Florida counties, including Collier County, and to authorize the Collier County Indus1rial Development Authority to enter into an interlocal agreement with Palm Beach County. CONSIDERATIONS: ~ The Children's Home Society of Florida, Inc. ("CHS") is a charitable non-profit organization founded in 1902 to provide child and family care services, and has grown over the years to become a multi-service organization aiding children and families, with facilities and programs in all areas of the state. Programs provide such diverse services as education and support services to teen and first time mothers, single and struggling parents, intergenerational and extended families, runaway and throwaway teens, at risk children, and developmentally, emotionally and medically challenged children. In Collier County, CHS operates three facilities through its affiliate, Centennial Holdings Collier Child Care and Children's Home Society Early Education Services, LLC. All of these facilities are located in the unincorporated area of the county, two on Outer Drive and one on Thomasson Drive, as follows: (a) Grizzle Bear's, at 4405 Outer Drive is a 2,177 square foot building and outside play area for pre-school and elementary age children. The building has 3 Voluntary Pre- Kindergarten classrooms (VPK) providing services for 4 year olds, provides daycare services from 6:30am to 5:30pm, Afterschool care is currently provided for 27 children from 4 elementary schools until 5:30pm and the facility is licensed for 61 children. (b) Huggie Bear's, at 4705 Outer Drive is a 3,000 square foot building with a small play area. A portion of the vacant lot owned by the County is leased for additional play space. This building is licensed for 62 children, provides services from 6:30am to 5:30 pm to children ages 2 to 4. There are 3 Voluntary Pre-Kindergarten classrooms and one classroom with 2 and 3 year olds. (c) Cubbie Bear's, at 3805 Thomasson Dr, is a 2,879 square foot building and has one Voluntary Pre Kindergarten classroom, one classroom of children 12 months to 2 years, one - ... Agenda !tsm No. 16K4 March 25, 2008 Page 2 of 25 classroom of 2 year olds, and 2 classrooms of 3 year olds. The building is licensed for 72 children and has an outside play area, and 5 classrooms. CHS has applied to Pahn Beach County to issue bonds to finance the acquisition, construction, and equipping of projects in Vero Beach (Indian River County), Jacksonville (Duval County), and to refund outstanding bonds that were issued in 2002 for projects in Pahn Beach. Indian River and Leon counties and to refund indebtedness incurred by CHS for the acquisition of the above-described facilities in Collier County. In order for Pahn Beach County to issue bonds for projects in counties other than Pahn Beach, the transaction must satisfy the requirements of applicable state law and the Internal Revenue Code (the "Code"). With regard to state law, Pahn Beach has issuing jurisdiction only in Palm Beach County and may only issue bonds for projects in another jurisdiction if there is an interlocal agreement between Palm Beach County and the agency in the other jurisdiction that would otherwise have the jurisdiction to issue the bonds, In this case the agency with issuing jurisdiction in Collier COlUlty is the Collier COlUlty Industrial Development Authority and therefore, lUlder Section 163.01 Florida Statutes, there must be an interlocal agreement between Palm Beach County and the Collier IDA (Each of the other cOlUlties or Authorities, as appropriate, named above will also need to enter into interlocal agreements with Pahn Beach County for the projects in their respective cOlUlties,) As the Board recalls, on March 11, 2008 the Health Facilities Authority requested board approval for a bond issue for a project (Moorings Park) that is located in the City of Naples. In that case, approval of the city is not necessary because the issuing entity, the Health Facilities Authority, has cOlUlty-wide jurisdiction, and the Board is the applicable elected representative having creation and appointment power over the Health Facilities Authority, Under the Code, the issuance of the tax-exempt bonds must be approved by the applicable elected representative of each governmental unit having jurisdiction over the area in which any facility for which bond proceeds are being use is located, which in this case is the Board of COlUlty Commissioners of Collier COlUlty. Note that the Board must approve the entire bond issue, not just the Collier part, as must each of the other counties in which any of the facilities are located. In order to grant the requested approvals, the Board of COlUlty Commissioners must adopt a resolution authorizing the bonds and the interlocal agreement between Palm Beach and the Collier IDA There is no cost or obligation imposed on Collier COlUlty or the IDA in approving the issuance of the bonds by Palm Beach. As revenue bonds, these bonds are based on payments from CHS and are not obligations of the Authority or the COlUlty. There is no pledge of any taxes, nor a pledge of any revenues except the revenues of CHS. The bonds will be backed by a letter of credit to be issued by Bank of America, and will be rated bonds. Neither the COlUlty, the Board, the Authority, nor any officer of the COlUlty is liable for their payment. Further, the resolution expressly provides that this approval by the Board does not abrogate any COlUlty Ag'2nda !t;::rn No. 1 ;3~(4 March 25, 20Cl8 Page 3 of 25 regulations, including land use regulations. FISCAL IMP ACT: This program does not require any contribution from the Board of County Commissioners or any other County agency. On the other hand, the provision of services of the type provided by CHS has a positive fiscal impact on the County. Many or most of these services would otherwise need to be, and in many cases would be, provided through local government revenues. GROWTH MANAGEMENT IMPACT: The adoption of the attached resolution will have on direct growth management impact, however, the services provided are a significant component of the entire affordable/workforce housing issue, since childcare is a factor in the ability of working families to increase their earnings and thus expand housing opportunities, RECOMMENDATION: That the Board of County Commissioners adopt the attached resolution, Prepared by: Donald A. Pickworth, Counsel Collier County Industrial Development Authority Approved by: Jeffrey A. Klatzkow Chief Assistant County Attorney Page 1 of 1 Agenda Item No, 16K4 March 25, 2008 Page 4 of 25 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Item Number: Item Summary: 16K4 Request by the Collier County Industrial Development Authority for approval of a resolution authorizing Palm Beach County to issue revenue bonds for the Children's Home Society of Florida, Inc. to finance or refinance certain projects in several Florida counties, including Collier County, and to authorize the Collier County Industrial Development Authority to enter into an interlocal agreement with Palm Beach County. Meeting Date: 3/25/2008 90000 AM Prepared By Jeff Klatzkow Assistant County Attorney Date County Attorney County Attorney Office 3/13/200810:51:11 AM Approved By Jeff Klatzkow Assistant County Attorney Date County Attorney County Attorney Office 3/13/200811 :02 AM Approved By OMS Coordinator Applications Analyst Date Administrative Services Information Technology 3/14/200812:40 PM Approved By John A. Yonkasky Director of the Office of Management Date County Manager's Office Office of Management & Budget 3/15120082:46 PM Approved By James V. Mudd County Manager Date Board of County Commissioners COllnty Manager's Office 3/19/20089:36 AM file://C:\Agenda Test\ExDort\ 1 03-March%2025.%202008\ 16,%20CONSENT%20AG ENOA \." 3/19/2008 /-\oervja ::er71 t~o. 16K4 ~ r,~arch 25. 20GS Page 5 of 25 DONALD A. PICKWORTH, P.A. ATTORN.RY A.T LAW SUITB :S02 NEWGAl'E TOWER ~1~O NORTH TAKI.AMI TJLUI. NAPLES, FLORIDA 34103 a.mail: picklaw@aarth1in1:.nal (239) 263 - 8060 :FAX (239) ~98. U6I March 12, 2008 Jeffrey A, Klatzkow Chief Assistant County Attorney Collier County Attorney's Office Collier County Courthouse, Bldg, F 3301 E. Tamiami Trail Naples, FL 34] 12 RE: March 25 Agenda; Collier County ]ndustrial Development Authority- Approval of Bond Issue and Interlocal Agreement Dear Jeff: ] am enclosing the following documents for inclusion in the March 25, 2008 agenda: L Executive Summary relating to approval of issuance of revenue bonds by Palm Beach County for the benefit of the Children's Home Society of Florida, Inc, for projects in several counties, including Collier County. 2, Resolution to be adopted by the Board of County Commissioners at the Board meeting of March 25, 2008 approving the bond issue and lnterlocal Agreement (the "County Resolution"), ], Exhibits to the County Resolution consisting of the approving Resolution adopted by the Authority (the "Authority Resolution") and containing as exhibits a project description, the form of the Interlocal Agreement, and the Affidavit of Publication for the required TEFRA hearing conducted by the Authority, As explained in the memo [ previously sent, the Collier IDA is not issuing the bonds, it. and the County, are authorizing Palm Beach County to issue the bonds. Since we have, for several years, been placing these items on the Consent Agenda, I would request that this also be on Consent Thank you for your assistance in this, and if you have any questions or need further information, please contact me. Very truly yours, ~ Donald A. Pickworth ;O,genda Item No, 16K4 March 25, 2008 Page 6 of 25 RESOLUTION NO. 2008-_ A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AUTHORIZING THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY TO ENTER INTO AN INTERLOCAL AGREEMENT WITH PALM BEACH COUNTY, FLORIDA; APPROVING THE ISSUANCE BY PALM BEACH COUNTY, FLORIDA, OF THE PALM BEACH COUNTY, FLORIDA VARIABLE RATE DEMAND REVENUE BONDS (THE CHILDREN'S HOME SOCIETY OF FLORIDA PROJECT), SERIES 2008, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $17,000,000, SUCH BONDS TO BE ISSUED FOR THE PURPOSE OF PROVIDING FUNDS TO PALM BEACH COUNTY TO MAKE A LOAN OR LOANS TO THE CHILDREN'S HOME SOCIETY OF FLORIDA TO FINANCE AND REFINANCE, AMONG OTHER THINGS, ALL OR A PART OF THE COSTS OF THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF CERTAIN SOCIAL SERVICE CENTERS IN COLLIER COUNTY, FLORIDA; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, The Children's Home Society of Florida, a Florida not for profit corporation (the "Borrower") is interested in financing and refinancing the acquisition, construction, installation and equipping of certain social service facilities of the Borrower in Collier County, Florida (the "Collier County Project"), as well as financing and refinancing other certain similar facilities in Palm Beach County, Tallahassee, Florida, Indian River County, Florida, and Jacksonville, Florida, as more particularly described in Exhibit A to the Authority Resolution as defined herein (collectively, the "Project"); and WHEREAS, the Borrower will recognize substantial cost savings by financing all of its projects through one bond issuance; and WHEREAS, the Board of County Commissioners of Palm Beach County approved on February 5, 2008 the Borrower's application for the issuance of the Palm Beach County, Florida Variable Rate Demand Revenue Bonds (The Children's Home Society of Florida Project), Series 2008 (the "Bonds") to provide funds to make a loan to the Borrower to finance the Project; and WHEREAS, the Borrower has requested that the County authorize the execution and delivery of an InterIocal Agreement to be entered into between the Collier County Industrial Development Authority and Palm Beach County (the "InterIocal Agreement"), in substantially the form attached hereto as Exhibit B to the Authority Resolution, to allow the issuance by Palm Beach County of the Bonds to pay the cost of the Project, including the Collier County Project; and !t2:T1 No. 16K4 r\~3rch 25, 2083 Page 7 of 25 WHEREAS, , the Collier County Industrial Development Authority (the "Collier IDA") has adopted a Resolution (the "Authority Resolution") in the form attached hereto as Exhibit A and made a part hereof; NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of the County (the "Board of County Commissioners") that: SECTION L Authoritv, This Resolution is adopted pursuant to the laws of the State of Florida, including Chapter 159, Florida Statutes, as amended, Chapter 125, Florida Statutes, as amended, and Section 163,01, F]orida Statutes, as amended, and other applicable provisions oflaw. SECTION 2, Findings, The Board of County Commissioners hereby finds, determines and declares as follows: A Notice of a public hearing to be held on March 12, 2008 before the Collier IDA, inviting comments and discussions concerning the issuance of the Bonds by Palm Beach County to finance the Project, including the Collier County Project, was published on February 26, 2008 in the Naples Daily News, a newspaper of general circulation in the County, said publication being more than fourteen days prior to such hearing date, which complies with the requirements of Section 147 of the Intell1al Revenue Code of 1986, as amended (the "Code"), A copy of the publisher's affidavit of proof ofpub]ication is attached to the Authority Resolution as Exhibit C thereto and incorporated therein by reference, B. Following such notice, a public hearing was held by the Collier County Industrial Development Authority on March 12, 2008, during which comments and discussions concell1ing the issuance of the Bonds by Palm Beach County to finance and refinance the Project, including the Collier County Project, were requested and allowed, The public hearing provided a reasonable opportunity for interested individuals to express their views, both orally and in writing, on the proposed issuance of the Bonds and the location and nature of the Project, and was held in a location which, under the facts and circumstances, was convenient for residents of the County. The notice was reasonably designed to inform residents of the County, of the proposed issue, stated that Palm Beach County would be the issuer of the Bonds, stated the time and place for the hearing, and contained the information required by the Code, C. The Collier County Project and the issuance of the Bonds by Palm Beach County to finance and refinance the Collier County Project will have a substantial public benefit in the County. D, The Board of County Commissioners of the County is the elected legislative body of the County, and, based upon representations of the Borrower, the County has jurisdiction over the Collier County Project for purposes of Section 147(1) of the Code, E. In accordance with Chapter 159, Florida Statutes, as amended, the Bonds and the interest thereon shall not constitute an indebtedness or pledge of the general credit or taxing power of Palm Beach County, the County, the Collier IDA, the State of Florida or any political subdivision thereof but shall be payable solcly from the revenues pledged therefor , Agenda Item No, 16K4 March 25, 2008 Page 8 of 25 pursuant to a loan agreement entered into by and between Palm Beach County and the Borrower prior to or contemporaneously with the issuance of the Bonds, SECTION 3, Approval. For the purposes of Section 147(f) of the Code, the Board of County Commissioners hereby approves the issuance of the Bonds by Palm Beach County in an aggregate principal amount not exceeding $17,000,000, with approximately $2,500,000 to be applied to finance or refinance the costs of the portion of the Collier County Project SECTION 4. Authorization of Interlocal Agreement The Interlocal Agreement, in substantially the form attached as Exhibit B, between the Collier IDA and Palm Beach County, is hereby approved. The officers of the Collier IDA are, upon due authorization and approval by that body, hereby authorized to enter into the Interlocal Agreement its passage, SECTION 5, Effective Date, This Resolution shall take effect immediately upon PASSED AND ADOPTED this 25th day of March, 2008. BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY By: Tom Henning, Chairman ATTEST: Clerk of the Circuit Court and Ex-officio Clerk to the Board of County Commissioners APPROVED AS TO FORM AND LE L SUFF ENCY J effre Chief !\gsnda Itsm ~Jo. 16K4 March 25, 2008 Page 9 of 25 RESOLUTION 2008-01 A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF COLLIER COUNTY, FLORIDA, AUTHORIZING THE EXECUTION AND DELIVERY OF AN INTERLOCAL AGREEMENT WITH PALM BEACH COUNTY, FLORIDA ("PALM BEACH") RELATING TO THE ISSUANCE BY PALM BEACH OF ITS VARIABLE RATE DEMAND REVENUE BONDS (THE CHILDREN'S HOME SOCIETY PROJECT), IN ONE OR MORE TAX- EXEMPT ANDIOR TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $17,000,000, SUCH BONDS TO BE ISSUED FOR THE PURPOSE OF PROVIDING FUNDS TO PALM BEACH TO MAKE A LOAN OR LOANS TO CHILDREN'S HOME SOCIETY OF FLORIDA TO FINANCE AND REFINANCE, AMONG OTHER THINGS, ALL OR A PART OF THE COSTS OF THE ACQUISITION OF CERTAIN SOCIAL SERVICE CENTERS IN COLLIER COUNTY, FLORIDA; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Collier County Industrial Deve]opment Authority (the "IDA") is a public body corporate and politic of the State of Florida duly created and existing under Chapter 159, Part III, Florida Statutes, as amended, and is duly authorized and empowered by such act and by Chapter 159, Part II, Florida Statutes, as amended (collectively, the "Act"), to issue revenue bonds to finance qualifying projects within Collier County, Florida (the "County"); and WHEREAS, Palm Beach County, Florida ("Palm Beach") has the authority pursuant to Chapter 159 to issue revenue bonds to finance qualifying projects in Palm Beach; and WHEREAS, The Children's Home Society of Florida, a Florida not for profit corporation (the "Borrower") is interested in refinancing the acquisition of certain social service facilities of the Borrower in Naples, Collier County, Florida (the "Collier County Project") as well as financing and refinancing other certain similar facilities in the County, Tallahassee, Florida, Indian River County, Florida and Jacksonville, Florida, as more particularly described in Exhibit A hereto (collectively, the "Project"); and WHEREAS, the Borrower will recognize substantial cost savings by financing all of its projects through one bond issuance; and WHEREAS, the Borrower has requested that the IDA authorize the execution and delivery of an Interlocal Agreement to be entered into between the IDA and Palm Beach (the "lnterlocal Agreement"), in substantially the form attached hereto as Exhibit B, to allow the issuance by Palm Beach County of the bonds described in the title of this Resolution (the "Bonds") to pay the cost of the Project, including the Collier County Project; and EXHIBIT A TO COUNTY RESOLUTION Agenda Ilem No, 16K4 March 25, 2008 Page 10 of 25 WHEREAS, the County is willing to enter into the Interlocal Agreement as herein described in order to permit the Borrower to recognize the cost savings from a consolidated financing; NOW, THEREFORE, BE IT RESOL VED by the IDA that; SECTION 1. Authoritv. This Resolution is adopted pursuant to the laws of the State of Florida, including the Act and Section 163.01, Florida Statutcs, as amended, and other applicable provisions of law, follows: SECTION 2. Findin!!s, The IDA hereby finds, determines and declares as A, Notice of a public hearing to be held before the IDA, on behalf of the County, inviting comments and discussions concerning the issuance of the Bonds by Palm Beach to finance the Project, was published in the Naples Daily News, a newspaper of general circulation in the County, at least fourteen days prior to such hearing date, a copy of the publisher's affidavit of proof of publication is attached hereto as Exhibit C and incorporated herein by reference, R Following such notice, a public hearing was held by the IDA during which comments and discussions concerning the issuance of the Bonds by Palm Beach to [mance and refinance the Project were requested and allowed, The public hearing provided a reasonable opportunity for interested individuals to express their views, both orally and in writing, on the proposed issuance of the Bonds and the location and nature of the Project, and was held in a location which, under the facts and circumstances, was convenient for residents of the County, The notice was reasonably designed to inform residents of the County, of the proposed issue, stated that Palm Beach would be the issuer of the Bonds, stated the time and place for the hearing, and contained the information required by the Code, The J 4-day period was adequate for notice to be brought to the attention of all interested persons, exceeds the normal periods for notices of public hearings conducted by the IDA, the other affected governmental units, various agencies thereof and the State, and provided sufficient time for interested persons to prepare for and express their views at such hearing and meeting. C, The Project and the issuance of the Bonds by Palm Beach to finance and refinance the Project will have a substantial public benefit in the County, D. The Board of County Commissioners of the County is hereby requested to approve the issuance of the Bonds by Palm Beach, and the IDA hereby recommends the Bonds for such approval of said Board, E, In accordance with Chapter 159, the Bonds and the interest thereon shall not constitute an indebtedness or pledge of the general credit or taxing power of the IDA, the County, the State of Florida or any political subdivision thereof but shall be payable solely from the revenues pledged therefor pursuant to a loan agreement entered into by and between Palm Beach and the Borrower prior to or contemporaneously with the issuance of each series of Bonds, ^':.,genda item No. 16K4 March 25. 2008 Page 11 of 25 SECTION 3, Authorization oflnterlocal Agreement The form of the Interlocal Agreement attached hereto as Exhibit B is hereby approved, The Chairman or Vice Chairman and the Secretary or Assistant Secretary of the IDA are hereby authorized in the name and on behalf of the IDA pursuant to this Resolution to execute and deliver the Interlocal Agreement on behalf of the IDA in substantially the form attached to this Resolution, with such changes, insertions and deletions as the officers signing such document may approve, their execution thereof to be conclusive evidence of such approval. The officers executing the Interlocal Agreement are hereby further authorized to do all things which may be required or advisable with respect to or in any way related thereto, including, but not limited to, filing the Interlocal Agreement with the Clerk of the Circuit Court in and for the County in accordance with Section 163,01(11), Florida Statutes, as amended. The Chairman or Vice Chairman and Secretary or Assistant Secretary of the IDA are hereby further authorized to take such further action and execute such further instruments as may be necessary or appropriate to fully effectuate the purpose and intention of this Resolution and the Interlocal Agreement. SECTION 4, Effective Date, This Resolution shall take effect immediately upon its passage, (SEAL) ATTEST: By: Secretary Aoenda Item No, 16K4 ~ March 25, 2008 Page 12 of 25 PASSED AND ADOPTED this 12th day of March, 2008. By /~\Jenda Item i'>jo. "16K4 March 25, 2008 Page 13 of 25 EXHIBIT A PROJECT DESCRIPTION The Project consists of the capital projects described below consisting of the acquisition, construction, installation and equipping of certain social service centers: I, Financing part of the costs of the construction, installation and equipping of an approximately 7,000 square foot social service facility which will provide housing and case management services for at-risk young adults located on approximately four acres at 650 10th Street, Vero Beach, Florida 32960 and to be owned by Centennial Holdings (Treasure Coast) LLC, a F]orida limited liability company and an affiliate of the Borrower, and to be leased to and operated by the Borrower (to be financed by the issuance of Bonds in the aggregate principal amount not exceeding $2,100,000); 2. Financing part of the costs of the construction, installation and equipping of an approximately 6,390 square foot social service facility which will provide housing and social services for foster care women to be located at 3001 San Diego Road, Jacksonville, Florida 32207 and to be owned and operated by the Borrower (to be financed by the issuance of Bonds in the aggregate principal amount not exceeding $900,000); 3, Refunding the outstanding Palm Beach County Industrial Development Revenue Bonds (The Children's Home Society of Florida Project), Series 2002, the proceeds of which were loaned to the Borrower and used to finance or refinance the cost of: a, the acquisition, construction and equipping of a social service center, consisting of a building containing approximately 10,500 square feet and the site therefor, and related fixtures, furnishings and equipment, all of which is owned by Centennial Holdings LLC, a Florida limited liability company and an affiliate of the Borrower, and with approximately 7,000 square feet leased to and operated by the Borrower as a social service center providing adoption, pregnancy prevention, residential and daytime child care services, and approximately 3,500 square feet leased to and operated as a social service center by Families First, Inc" a Florida not for profit corporation, located at 3333 Forest Hill Boulevard, West Palm Beach, Palm Beach County, Florida (to be refunded by the issuance of Bonds in the aggregate principal amount not exceeding $5,200,000), and b, the acquisition, construction and equipping of a social service center, owned by Centennial Holdings (North Central) LLC, a Florida limited liability company and an affiliate of the Borrower, and leased to and operated by the Borrower as a social service center providing residential services, consisting of a building containing approximately 32,600 square feet and the site therefor, and related fixtures, furnishings and equipment, located at J 801 Miccosukee Commons Drive, Tallahassee, Leon County, Florida 32308 (to be refunded by the issuance of the Bonds in the aggregate principal amount not exceeding $4,100,000); 4, Refinancing certain outstanding indebtedness of the Borrower which financed the acquisition, construction and equipping of a social service center, owned by Centennial Holdings (Treasure Coast) LLC, a Florida limited liability company and an affiliate of the Borrower, and leased to and operated by the Borrower as a group home for troubled girls, consisting of a EXHIBIT A TO AUTHORITY RESOLUTION Agenda Item No, 16K4 March 25, 2008 Page 14 of 25 building containing approximately 5,000 square feet and the site therefor, and related fixiures, furnishings and equipment, located at 650 10th Street, Vero Beach, Indian River County, Florida (to be refinanced by the issuance of Bonds in the aggregate principal amount not exceeding $2,200,000); 5. Refinancing certain outstanding indebtedness of the Borrower which financed the acquisition of three social service centers, owned by Centennial Holdings Collier Child Care, LLC, a Florida limited liability company and an affiliate of the Borrower, and to be lcascd to and opcrated by the Early Education Learning Services, LLC, an affiliate of the Borrower, as daytime child care ccnters for low-income households, consisting of: a, a building containing approximately 2,177 square feet and the site therefor, and related fixtures, furnishings and equipmcnt, located at 4405 Outer Drive, Collier County, Florida (to be refinanced by the issuance of Bonds in the aggregate principal amount not exceeding $1,000,000), b, a building containing approximately 3,000 square feet and the site therefor, and related fixtures, furnishings and equipment, located at 4705 Outer Drive, Collier County, Florida (to be refinanced by the issuance of Bonds in the aggregate principal amount not excecding $750,000), and c, a building containing approximately 2,879 square feet and the site therefor, and related fixtures, furnishings and equipment, located at 3805 Thomasson Drive, Collier County, Florida (to be refinanced by the issuance of Bonds in the aggregate principal amount not exceeding $750,000); and All or a part of the costs (including related financing costs) of the Project are to be financed by the issuance of Bonds by Palm Beach in an aggregate principal amount not exceeding $17,000,000. ,L.,gencJa !:em No.1 GK4 March 25, 2008 PE'ge 15 of 25 INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT (the "Agreement") is dated as of April I, 2008, and is entered into between PALM BEACH COUNTY, FLORIDA ("Palm Beach County"), a political subdivision of the State of Florida, and COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY ("Collier County IDA"), a public body corporate and politic of the State of Florida; WIThiESSETH: WHEREAS, pursuant to Chapter 125 and Chapter 159, Parts II and 1II, Florida Statutes, Palm Beach County and Collier County IDA 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 Collier County IDA each constitutes a "public agency" within the meaning of Section 163,01, Florida Statutes, as amended (the "lnter10cal 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 Collier County IDA 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 $2,500,000 in principal amount of said Series 2008 Bonds to be applied to refinance the portion of the 2008 Projects located in Collier County, Florida, such refinancing to result in significant cost savings to the Borrower over the issuance and sale of separate bonds by Palm Beach County and Collier County lOA in order to finance the 2008 Projects; and WHEREAS, Palm Beach County and Collier County IDA have agreed to enter into this Agreement for the purposes stated above; and WHEREAS, on February 5, 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 jurisdiction for purposes of Section 147(t) 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 EXHIBIT B TO AUTHORITY RESOLUTION , Agenda item ~~o. 16K4 lv1arch 25, 2008 Page 16 of 25 WHEREAS, on , 2008, following a duly noticed public hearing held by the Collier County IDA on March 12,2008 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 Bonds, the Collier County Board of County Commissioners, which has jurisdiction for purposes of Section 147(1) 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 Collier 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 Collier County IDA 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 Collier County IDA 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 I, Authorization to Issue the Series 2008 Bonds, Palm Beach County and Collier County IDA 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 $2,500,000 of such proceeds to be applied to finance or refinance the 2008 Projects in Collier County, Florida, Palm Beach County is hereby authorized to exercise all powers relating to the issuance of the Series 2008 Bonds vested in Collier County IDA pursuant to the Constitution and the laws of the State of Florida and to do all things within the jurisdiction of Collier County IDA 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 Collier County IDA were issuing its own obligations for such purposes without any further authorization from Collier County IDA 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 Collier County IDA 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 Projccts in Collier County, Florida as though Collier County IDA were issuing such Series 2008 Bonds as its own special limited obligations. SECTION 2, Oualifving oroiect 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 11, Chapter 159, Florida Statutes, 2 item No. 16K4 March 25, 2008 Page 17 of 25 B. Palm Beach County hereby represents, determines and agrees as follows: I, 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 prcscrve 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 pwposes 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. Collier County IDA hereby represents, determines and agrees as follows: 1. The 2008 Projects located within Collier County, Florida are appropriate to the needs and circumstances of, and shall make a significant contribution to the economic growth of Collier County, Florida; 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, Collier County, Florida will be able to cope satisfactorily with the impact of the 2008 Projects located in Collier County, Florida 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 Collier County IDA 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 Liabilitv of Collier Countv or Collier Countv IDA: Limited Obligation of Palm Beach Countv, Neither the provisions, covenants or agreements 3 I Agenda Item 1'0, 16K4 March 25, 2008 Page 18 of 25 contained in this Agreement and any obligations imposed upon Collier County IDA hereunder, nor the Series 2008 Bonds issued pursuant to this Agreement, shall constitute an indebtedness or liability of Collier County IDA or Collier County, Florida, 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 Agrecment shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Collier County IDA or Palm Beach County in his or her individual capacity and no member, officer, agent or employee of Collier County IDA 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 Collier County IDA 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 lnterlocal Agreement or any documentation or opinions required to be delivered in connection therewith by Collier County IDA, 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 Collier County IDA and Palm Beach County, and their respectiye 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 ofthe 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 Collier County IDA, arising from the willful misconduct of Collier County IDA. 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, 4 Item r~o. i 5K4 k~arch 25, 2008 ?age 19 of 25 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 Collier 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. Small Issuer Allocation. The parties acknowledge that the Series 2008 Bonds will benefit Palm Beach County and Collier County, Florida. The parties hereto irrevocably agree that only $2,500,000 in aggregate principal amount of the Series 2008 Bonds shall be allocable to Collier County for purposes of Section 265(b)(3)(C)(ii) of the Internal Revenue Code of 1986, as amended, SECTION 10, Severabilitv 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 II. 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 LlTIGA TION 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 1S A MATERIAL INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT SECTION 12, 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 13, Governing Law, This Agreement is being delivered and is intended to be performed in the State of F]orida, 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 14, Execution in Counteroarts, 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 IS, Limitation, In no event shall any Series 2008 Bonds be issued pursuant to this Agreement after Dccember 31, 2008, without the prior written authorization of Collier County lOA. 5 r Agenda Item No, 16K4 March 25, 2008 Page 20 of 25 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 By: Chair, Board of County Commissioners Palm Beach County, Florida A TrEST: Sharon Bock, Clerk By: Clerk of the Circuit Court and Ex-officio Clerk of the Board of County Commissioners By Deputy Clerk Approved as to form and legal sufficiency: By: Paul King, Assistant County Attorney 6 D,c;~mc:a !t~'ln ~~(). i >3K4 -' rv1arch 25, 2008 Page 21 of 25 COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (SEAL) By: Chairman ATIEST: By: Title: 7 Agenda Item I'~o, 16K4 March 25, 2008 Page 22 of 25 APPROVAL AND ACKNOWLEDGMENT OF THE BORROWER The Children's Home Society of Florida, a Florida not for profit corporation, hereby approves this lntcrlocal 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 eKecuted by its proper officer and its seal to be affixed hereto and attested by its proper officer all as of the date of said InterlocaI Agreement. THE CHILDREN'S HOME SOCIETY OF FLORIDA By: Title: (SEAL) ATTEST: By: Title; 8 !~;;enj3 item No. 16K4 March 25, 2008 Page 23 of 25 STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this _day of , 2008, by , Chairman of the Board of County Commissioners of Palm Beach County, Florida, who is personally known to me, (SEAL) PrintedlTyped Name: Notary Public-State of Florida Commission Number: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this _day of , 2008, by , Deputy Clerk of the Circuit Court of Palm Beach County, Florida, who is personally known to me. (SEAL) Printed/Typed Name: Notary Public-State of Florida Commission Number: Agenda Item No, 16K4 March 25, 2008 Page 24 of 25 STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this _day of . 2008, by . Chainnan of the Collier County Industrial Development Authority, who is personally known to me. 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L~~~r:~~n~~ ~~~~<';~~~' t~~~ll~~~l~~rve& a. ABB18tant Corporate secJ:etilry of thl: Naplell Daily NI!W_, . daily newlp.p..r publ18hed olt Naplc:a, in Colher County. Flori4a' th;tt the .tu.chea cop)" of .dvertilUll1 Will pv.blilhed. In 8a.a nl!w",pape:l" on dat8e li.ted, AHillnt tllt'ther lilY' that the eal.d Nap~es Oail)' ~~r~i~: ~o~~;~il~i~rr~7i:~d t~;t N~~;":~.idn "ll.d ~~i~:~:a ~~' .~ide~~ifi:rbc~~n~~~t~l~~idi~ eilch os)" and ha. Dl!l!n entl!red as ...cond c1..u, lIIall ....tter at the poet ofUc.. in Naple., 11> eald colH.r County, Florida, for' pl!riod of 1 y.....r ~~;c~~~C~~~~9 oih:d;~~~!a~~;~~s;~d" a~~i;~~ f..rther u.y. th..t sh8 tal nl!itfulr polid nor promi.""d any person, t:a.rm or corpor..tlOn "ny ,!.lacount, rebat.., COfIIIl\iaaion or refund for the ~~~~:t~;n 1I1~ug~q ,,;~da n:e~~~~;~:ment tor PUBLISHED ON: 02/26 0~/26 1\.CSP1\CE, nLECQel, ~ 4l~:;:';;"'- JUDV J"N~S ;.,~,~..,cormJS"O"lOO67'>029 "cl; ,.~} EWlel' '.la, \6 201\ \""'~""" .-....''''...-....'.....'' 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