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Resolution 2008-073 RESOLUTION NO. 2008- 73 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 Interlocal Agreement to be entered into between the Collier County Industrial Development Authority and Palm Beach County (the "Interlocal 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 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 I. 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, Florida Statutes, as amended, and other applicable provisions of law. 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 Internal Revenue Code of 1986, as amended (the "Code''). A copy of the publisher's affidavit of proof of publication 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 concerning 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(0 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 solely from the revenues pledged therefor 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(0 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. SECTION 5. Effective Date. This Resolution shall take effect immediately upon its passage. PASSED AND ADOPTED this 25th day of March, 2008. BOARD OF COUNTY COMMISSIONERS OFCOLLIE~UNTY . By: :J'l'JI- Tom Henning, Chairman ATTEST:. ~ . ,) , , , , ), ~ . Gtu.U.. a.c. 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 AND/OR 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 Development Authority (the "IDA") is a public body corporate and politic of the State of Florida duly created and existing under Chapter 159, Part Ill, 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 bctween the IDA and Palm Beach (the "Interlocal 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 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 RESOLVED by the IDA that: SECTION 1. Authority. This Resolution is adopted pursuant to the laws of the State of Florida, including the Act and Section 163.01, Florida Statutes, as amended, and other applicable provisions of law. SECTION 2. Findings. The IDA hereby finds, determines and declares as follows: 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. B. 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 finance 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 14-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. SECTION 3. Authorization of Interlocal 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 Jnterlocal 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 PASSED AND ADOPTED this 12th day of March, 2008. , I /,;7 //' ..~" " ,/ --C:f"'~ ..</ 7' . I /.' A7 By 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 Florida 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 1801 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 building containing approximately 5,000 square feet and the site therefor, and related fixtures, 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 leased to and operated by the Early Education Learning Services, LLC, an affiliate of the Borrower, as daytime child care centers for low-income households, consisting of: a. a building containing approximately 2,177 square feet and the site therefor, and related fixtures, furnishings and equipment, 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 exceeding $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. 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; WITNESSETH: WHEREAS, pursuant to Chapter 125 and Chapter 159, Parts II and III, 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 "Interlocal Act"), and are each authorized under the Interlocal Act to enter into interlocal agreements providing for them to jointly exercise any power, privilege or authority which each of them could exercise separately; and WHEREAS, the Borrower has requested that Palm Beach County and 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 IDA 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(1) 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 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(f) of the Internal Revenue Code of 1986, as amended, over the area in which the portion of the 2008 Projects to be financed or refinanced in 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 InterIocal 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 Projects in Collier County, Florida as though Collier County IDA were issuing such Series 2008 Bonds as its own special limited obligations. SECTION 2. Oualifvinl! 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 II, Chapter 159, Florida Statutes. 2 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 prcserve gainful employment; and shall serve a public purpose by advancing the economic prosperity, the public health, or the general welfare of the State of Florida and its people. 2. The Borrower is financially responsible and fully capable and willing to fulfill its obligations under the financing agreement, including the obligations to make payments in the amounts and at the times required, to operate, repair, and maintain at its own expense the 2008 Projects, and to serve the purposes of Part II, Chapter 159, Florida Statutes and such other responsibilities as may be imposed under the financing agreement. 3. Palm Beach County will be able to cope satisfactorily with the impact of the 2008 Projects located in Palm Beach County and will be able to provide, or cause to be provided when needed, the public facilities, including utilities and public services, that will be necessary for the construction, operation, repair, and maintenance of the 2008 Projects and on account of any increases in population or other circumstances resulting therefrom. 4. Adequate provision will be made in the financing agreements for the operation, repair, and maintenance of the 2008 Projects at the expense of the Borrower and for the payment of principal of and interest on the Bonds. C. 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 Pecuniarv Liability of Collier County or Collier Countv IDA: Limited Obligation of Palm Beach County. Neither the provisions, covenants or agreements 3 contained in this Agreement and any obligations imposed upon Collier County IDA hereundcr, 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 Agreement 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 pcrsonalliability 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 Interlocal 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. lndemnitv. 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 respective officers, employees and agents, from and against any and all losses, claims, damages, liabilities or expenses, of every conceivable kind, character and nature whatsoever, including, but not limited to, losses, claims, damages, liabilities or expenses (including reasonable fees and expenses of attorneys, accountants, consultants and other experts), arising out of, resulting from, or in any way connected with this Agreement or the issuance of the Series 2008 Bonds, other than any such losses, damages, liabilities or expenses, in the case of Palm Beach County, arising from the willful misconduct of Palm Beach County, and, in the case of 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 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. Severability of Invalid Provisions. If anyone or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof. SECTION 11. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT. SECTION 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 Florida, and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of such State. SECTION 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 15. Limitation. In no event shall any Series 2008 Bonds be issued pursuant to this Agreement after December 31, 2008, without the prior written authorization of Collier County IDA. 5 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 ATTEST: 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 (SEAL) ATTEST: By: Title. COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY By: Chairman 7 APPROV AL AND ACKNOWLEDGMENT OF THE BORROWER The Children's Home Society of Florida, a Florida not for profit corporation, hereby approves this lnterlocal Agreement and acknowledges acceptance of its obligations arising hereunder, including, without limitation, its obligations under SECTION 6 hereof, by causing this Approval and Acknowledgment to be executed by its proper officer and its seal to be affixed hereto and attested by its proper officer all as of the date of said Interlocal Agreement. THE CHILDREN'S HOME SOCIETY OF FLORIDA By: Title: (SEAL) ATTEST: By: Title. 8 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: ST ATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this _day of , 2008, by , Dcputy 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: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this _day of , 2008, by , Chairman of the Collier County Industrial Development Authority, who is personally known to me. (SEAL) PrjntedlTyped Name: Notary Public-State of Florida Commission Number: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before , 2008, by , Industrial Development Authority, who is personally known to me. me this _day of of the Collier County (SEAL) Printed/Typed Name: Notary Public-State of Florida Commission Number: ..~....__ ~~-*J ..~..... Naples, FL 34102 Affidavit at publicaUon Naple. Daily NewS PICKWORTH, DONALD P.A. 5150 TAMIAMI TRL N 11-502 NAPLES FL 34103 REFERENCE, 010784 5~480478 NOTICE OF PUBLIC HEA State of Florida County at Collier ap~:~~;~ ~~eL~~~r:~~n~~ ~~~~o~~~~'th~~~~~~1~~rve6 as.A~siat.nt cor~orate Secretary of the Naples O<l11y News, ". da..ly new~pllper publ1&hed at Naples, l.n Call1er count'(, Florida: t.hat the attached copy at advertislng waa publiahed 10 said newspaper on date. li.ted. Affiant further .aya that the said Naples Daily g~iii~; ~o~~~~a~i~rf~~1:~ddt~;tN;~;e:~i~n said ~~~Y:~:a ~~i '~!de~~~li:rb~~~n~~~t;l~~id;~ each day and ha. been .ntared .. ,econd class mOl..l matter lit the post office in Naph~.. in said Collier county, Florida, for a period of 1 year ~~;c~;~C~~~9oih:d~;~~~8~~~~~a;~dna~~i;~~ further say' that she has neither paid nor promlsed sny person. fIrm or corporatlon any dlscount, rebate, commission or retund for tbe ~~:;IT~:t~~n 8i~U~i~g .;~~. n:e~~~~~~~ment. for PUBL.lSHED ON: 02/26 02/26 AD SPACE: H8. 000 INCH I FILED ON: 02;26/08 I ___._____________..__.______________________t_ Signature of Affiant ,j. M Sworn to and subscribed beforl! me tbi. ~ day of \=f> b Personally k.nown by me \~t JrlJ ~ ry..A. 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