Loading...
HomeMy WebLinkAboutAgreementINTERLOCAL AGREEMENT BY AND BETWEEN THE CITY OF MIAMI, FLORIDA AND THE CITY OF TAMPA AND CONSENTED TO BY VOLUNTEERS OF AMERICA OF FLORIDA, INC. After recording please return to: Grace E. Dunlap Bryant Miller & Olive P.A. One Tampa City Center, Suite 2700 Tampa, FL 33602 tNTERLOCAL AGREEMENT This Interlocal Agreement (the "Interlocal Agreement") dated as of the 151 day of January, 2005, is made between the City of Miami, Florida, a municipality of the State of Florida (the "City of Miami"), and the City of Tampa, a municipality of the State of Florida (the "City of Tampa") and consented to by Volunteers of America of Florida, Inc., a non-profit organization. WHEREAS, both the City of Tampa and the City of Miami are public bodies corporate and politic, both the City of Tampa and the City of Miami having been organized and now existing governmental entities, which have powers under and by virtue of Chapter 159, Florida Statutes (the "Act"), and each are properly constituted entities and each a "public agency" under the Florida Interlocal Cooperation Act of 1969 (Part I of Chapter 163, Florida Statutes, as amended); and WHEREAS, the City of Tampa and the City of Miami have determined that there is need to provide funds for the refinancing, acquisition and renovation of social service facilities for Volunteers of America of Florida, Inc. (the "Borrower") a non-profit corporation which provides counseling, mental health services, employment support, housing, and other related social services, to the community and currently operates in a variety of locations in the State of Florida, including the City of Tampa, the City of Miami, Manatee County, Highlands County, Brevard County and other locations; and WHEREAS, the City of Tampa has agreed to issue bonds to be underwritten by Wachovia Bank, National Association (the "Bank") as herein described and desires to enter into this interlocal agreement with the City of Miami, to finance the cost of certain qualifying social service projects at the Borrower's locations as follows: 1) a two-story office building used as an administrative office located at 605 S. Boulevard, Tampa, Florida; 2) a one-story building which will be used as a new state headquarters and administrative office located at 1205 E. 8th Avenue, Tampa, FL; 3) two one-story apartment buildings used as transitional housing and mental health services facilities, located at 125 Park Street, Sebring, FL; 4) a residential property used as a mental health services facility located at 341 NE Lakeview Drive, Sebring, FL; 5) four buildings, two stories each, totaling 40 apartment units, used for housing special needs military veterans located at 1, 3, 5, and 7 Pineapple Avenue, Cocoa, FL; 6) a one-story building used for educational and mental health services at 924 Peachtree Street, Cocoa, FL; 7) a two -floor office building used for providing services to military veterans and mental health services, located at 1474 W. Flagler Street, Miami, FL; 8) an office building used as a social service center for educational services, mental health services and other health services located at 1460, 1462 and 1464 W. Flagler Street, Miami, FL; 9) a parking lot used for a veterans educational center located at 1461 SW 151 Street, Miami, FL; 10) a parking lot used for a veterans educational center located at 29 SW 15thAvenue, Miami, FL; 11) a parking Iot used for an administration building located at 1499 SW 15t Street, Miami, FL; 12) two two-story garden apartment buildings containing five units each used for transitional housing for special needs military veterans at 1450-1460 NW 1st Street, Miami, FL; 13) a three bedroom house used for housing special needs 1 clients and providing mental health services, located at 5038 22" Court E., Bradenton, FL (such facilities, including the site on which they are located, being hereinafter referred to as the „Project"). WHEREAS, the City of Tampa is now desirous of assisting the Borrower in financing and refinancing its capital Project through the loaning of the proceeds of certain bonds as described below to provide additional funds to the Borrower for the Project; and WHEREAS, it is deemed desirable by both the City of Tampa and the City of Miami that the City of Tampa and the City of Miami enter into this lnterlocal Agreement, as provided for and under the authority of Chapter 163, Florida Statutes, in accordance with the prior authorization by respective boards of each governmental entity in order to assist the Borrower in financing and refinancing the portion of the Project in the City of Miami; and WHEREAS, the City of Tampa has authorized and approved the issuance of its City of Tampa not to exceed $4,000,000 Variable Rate Revenue Bonds, (Volunteers of America Project), Series 2005 (the "Bonds"), pursuant to the authority of the Act and secured as more particularly described in the Trust Indenture (the "Indenture"), dated as of the first clay of the month of issuance, between the City of Tampa and Wachovia Bank, National Association, as Trustee; and WHEREAS, the Borrower has determined that the provision of funds by the City of Tampa to the Borrower will assist in providing social services to the residents of Florida, including providing the opportunity for better mental health through counseling programs and better Iiving conditions for the indigent, better housing, more employment and shall serve a public purpose by assisting military veterans in becoming useful citizens, and providing services for the military veterans and will promote the protection of human resources; and WHEREAS, the Borrower has shown that it will be financially responsible and capable and willing to fulfill its obligations including the obligation to make the debt service payments in the amounts and at the times required, and the obligation to repair and maintain the Project at their own expense and the Bank has agreed to underwrite the Bonds and provide a letter of credit to secure the Bonds; and WHEREAS, title to the Project shall be in the Borrower and neither the City of Tampa nor the City of Miami shall have any title or interest therein and none of the City of Tampa, the City of Miami and the State of Florida or any political subdivision of each shall in any way be obligated to pay the principal, premium, if any, or interest on the Bonds as the same shall become due, and the issue of the Bonds shall not directly, indirectly, or contingently obligate the City of Tampa, the City of Miami, the State of Florida, or any political subdivision of each to levy or pledge any forrn of taxation or to make any appropriation from ad valorem taxation revenues for their payment. 2 NOW, THEREFORE, the parties hereto AGREE AS FOLLOWS: SECTION 1: The Borrower shall be permitted to receive a loan of funds from the Bonds issued by the City of Tampa to pay for the Project, including the portion located within the City of Miami, and the funds shall be repaid solely from the revenues of the Borrower, and the funds shall be duly expended for their stated purpose and shall not be payable from or by the City of Miami in any manner whatsoever as further set forth in Section 5. SECTION 2: At all times during the term of this Interlocal Agreement the City of Tampa and the City of Miami constitute "public agencies" as that term is defined in Section 163.01(3)(b), Florida Statutes, as amended, and both the City of Tampa and the City of Miami have in common the power and authority to issue revenue bonds in order to provide financing for the Project, which power and authority each may exercise separately. SECTION 3: The City of Tampa and the City of Miami are entering into this Interlocal Agreement in order to more effectively perform their governmental functions related to the provision of protecting commerce and providing employment opportunities through improving human resources, pursuant to the powers granted under Section 163.01, Florida Statutes, as amended, and to permit the City of Tampa to operate within the jurisdiction of the City of Miami as contemplated by the loan to the Borrower to be used for the Project. SECTION 4: This Interlocal Agreement shall in no way be interpreted to authorize the delegation of the constitutional or statutory duties of the City of Tampa, the City of Miami, the State of Florida, or any officers of any political subdivision of each. SECTION 5: This Interlocal Agreement and the Bonds shall not be deemed to constitute a debt, liability, or obligation of or a pledge of the faith and credit of the City of Miami, the City of Tampa, the State of Florida, or any political subdivision of each. The issuance of the Bonds pursuant to this Interlocal Agreement shall not directly, indirectly, or contingently obligate the City of Tampa, the City of Miami, the State of Florida, or any political subdivision of each to levy or to pledge any form of taxation or to make any appropriation for their payment. SECTION 6: Title to the Project financed or refinanced pursuant to this Interlocal Agreement shall be in the Borrower, and the City of Tampa and shall not have any title or interest the Project. SECTION 7: The City of Miami shall not be responsible for any undertaking in connection with the Bonds except as set forth in this Interlocal Agreement. The Borrower, by its acknowledgement hereof, agrees to indemnify and hold harmless the City of Tampa against any claim or cause of action arising out of or resulting from any defect in, any property constituting a part of the Project or proceeding regarding this Interlocal Agreement, provided that the indemnity provided in this sentence shall be effective only to the extent of any loss that may be sustained. The Borrower shall also indemnify and save the City of Miami harmless from and 3 against all costs and expenses including, without limitation, any fees and expenses of legal counsel, incurred in or in connection with any action or proceeding brought on any of the matters against which the Borrower has indemnified them under this Section. The City of Tampa and its counsel shall take all actions it deems necessary or appropriate in connection with the issuance of the 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 Bonds and the establishment of any funds and accounts. The City of Miami shall not be liable for the costs of the Bonds or the cost incurred in connection with the preparation, review, execution or approval of this Interlocal Agreement or any documentation or opinions required to be delivered in connection with the loan to the Borrower from the proceeds of the Bonds. SECTION 8: This Interlocal Agreement will remain in full force and effect from the date of its execution until such time as it is terminated by any party upon ten (10) days written notice to the other party. Notwithstanding the foregoing, it is agreed that this Interlocal Agreement may not be terminated by any party during any period that the Bonds remain outstanding, or during any period in which the proceeds of such Bonds are still pending distribution, unless the parties to this Interlocal Agreement mutually agree in writing to the terms of such termination. Should either the City of Miami or the City of Tampa be dissolved, abolished, or otherwise cease to exist the successor governmental entity to the City of Miami or the City of Tampa shall be deemed to be the responsible party hereunder. It is further agreed that in the event of termination the parties to this Interlocal Agreement will provide continuing cooperation to each other in fulfilling the obligations associated with the issuance of Bonds pursuant to this Interlocal Agreement. SECTION 9: It is agreed that prior to issuance of the Bonds, this Interlocal Agreement shall be filed with the Clerk of the Circuit Court of Hillsborough County and with the Clerk of Circuit Court for Dade County, as required by Section 163.01(11) of the Interlocal Act. SECTION 10: This Interlocal 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. [Remainder of page intentionally left blank] 4 IN WITNESS WHEREOF, this Interlocal Agreement has been executed by and on behalf of the City of Tampa by its Mayor, its seal has been affixed and both have been attested by its City Clerk; and the City of Miami has caused this Interlocal Agreement to be executed by its Mayor, its seal affixed and both have been attested by the City Clerk. [SEAL] CITY OF TAMPA, FLORIDA By: Name: Pam Iorio ATTEST: Title: Mayor By: Name: Shirley Foxx-Knowles Title: City CIerk ISEAL] CITY OF MIAMI, FLORIDA By: Name: Joe Arriola ATTEST: Title: City Manager By: Name: Priscilla A. Thompson Title: City Clerk APPROVED AS TO FORM AND APPROVED AS TO CORRECTNESS: INSURANCE REQUIREMENTS: Jorge L. Fernandez Dania F. Carrillo, Administrator City Attorney Risk Management 5 STATE OF FLORIDA COUNTY OF HILLSBOROUGH The foregoing lnterlocal Agreement was acknowledged before the this day of , 200_ by Pam Iorio, the Mayor of the City of Tampa, who is personally known to me or who has produced as identification and who did/did not take an oath. Print Name: Notary Public My commission expires: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing Interlocal Agreement was acknowledged before me this day of 200_ by Joe Arriola, the City Manager the City of Miami, Florida, who is personally known to me or who has produced as identification and who did/did not take an oath. Consented to and Acknowledged by: Print Name: Notary Public My commission expires: VOLUNTEERS OF AMERICA OF FLORIDA, INC. By: By: Name: Name: Title: President Title: Secretary 6