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HomeMy WebLinkAboutExhibit 4Revised Draft FIRST AMENDMENT TO INTERLOCAL AGREEMENT BY AND BETWEEN THE CITY OF MIAMI 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 FIRST AMENDMENT TO 1NTERLOCAL AGREEMENT This First Amendment to Interloca] Agreement (the "First Amendment") dated as of the day of 2007, is made between the City of Miami, Florida, a municipal corporation of the State of Florida (the "City of Miami"), and the City of Tampa, a municipal corporation of the State of Florida (the "City of Tampa") and consented to by Volunteers of America of Florida, Inc., a not -for -profit organization (the "Borrower"), amending the original Interloca] Agreement dated as of January 1, 2005 between the City of Miami and the City of Tampa and consented to by the Borrower (the "2005 Interloca)"), a copy of which is attached hereto, incorporated hereby, and made a part hereof as Exhibit "A" 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 Interloca) 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 a need to provide funds for the refinancing, acquisition and renovation of social service facilities for the Borrower as a not -for -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 Jacksonville, the City of Miami, the City of Lake City, the City of Punta Gorda, Alachua County, Brevard County, Escambia County, Highlands County, Manatee County and other locations; and WHEREAS, the City of Tampa has agreed to issue Series 2007 Bonds (hereinafter defined) to be underwritten by Morgan Keegan & Company, Inc. as herein described and desires to enter into this First Amendment, amending the 2005 Interloca], with the City of Miami, to finance and refinance the costs of social service projects at the Borrower's locations around the State of Florida, including to refinance those projects within the City of Miami as follows: 1) a two -floor office building used for providing services to military veterans and mental health services located at 1474 West Flagler Street, Miami, Florida; 2) a two-story building, two-story garden apartment used as a transitional shelter located at 1450-1460 NW 1St Street, Miami, Florida, and 3) an office building used as a social services center for educational services, mental health services and other health services located at 1460, 1462, and 1464 West Flagler Street, Miami, Florida (collectively, the "Miami Project"), and other projects in other locations (collectively, with the Miami Project, the "Project"). Bruised Ora First' Amendment to Inter1ocal Agreement — 07-132$,RJJ 2 WHEREAS, the City of Tampa is now desirous of assisting the Borrower in refinancing its 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, the City of Tampa and the City of Miami entered into the 2005 Interlocal in 2005 regarding the Borrower's Miami Projects which were financed and refinanced with a portion not to exceed $1,500,000 of the not to exceed $4,000,000 City of Tampa Variable Rate Revenue Bonds (Volunteers of America Project), Series 2005 (the , "2005 Bonds"); and WHEREAS, the City of Tampa is presently refinancing the 2005 Bonds through the issuance of a series of Series 2007 Bonds (hereinafter defined); 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 continue the 2005 Interlocal, 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 refinancing the Miami 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 $13,000,000 Variable Rate Revenue and Revenue Refunding Bonds, (Volunteers of America Project), Series 2007 (the "Series 2007 Bonds"), pursuant to the authority of the Act and secured as more particularly described in the Trust Indenture (the "Indenture"), to be dated as of the first day of the month of issuance, between the City of Tampa and Regions Bank, 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 living 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 Morgan Keegan & Company, Inc. has agreed to underwrite the Series 2007 Bonds and Regions Bank will provide a letter of credit to secure the Series 2007 Bonds; and WHEREAS, title to the Project shall be in the Borrower's name and neither the City of Tampa nor the City of Miami shall have any title or interest therein and none of ReVisO Drfift First. Amendment to interlocal'Agreement 7 1)7=1.3281237 3 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 an (1) the Series 2007 Bonds as the same shall become due and payable, and (2) the Series 2005 Bonds as the same shall become due, payable, and refunded by the Series 2007 Bonds, and the issue of the Series 2007 Bonds shall not directly, indirectly, or contingently obligate the City of Tampa, the City of Miami, the State of Horida, or any political subdivision of each to levy or pledge any form of taxation or to make any appropriation from ad valorem taxation revenues for their payment. NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: SECTION 1: The Borrower shall be permitted to receive a loan of funds from the Series 2007 Bonds issued by the City of Tampa to pay for the Project, including but not limited to the Ioan of funds in am amount not to exceed $1,500,000 for 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 beduly 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 First Amendment, amending the 2005 Interlocal, 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 First Amendment 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 Miami Project. SECTION 4: This 2005 Interlocal, as amended by the First Amendment, 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 2005 Interlocal, as amended by the First Amendment, and the Series 2007 Bonds and the 2005 Bonds being refunded by the Series 2007 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 Revised Draft First Amendment t©. InicrlocaE Agreement .0771328 RJJ 4 subdivision of each. The issuance of the Series 2007 Bonds pursuant to the 2005 Interlocal, as amended by this First , Amendment, 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 the 2005 Interloca], as amended by this First Amendment, shall be in the Borrower's name, and the City of Tampa and the City of Miami shall not have any title or interest in the Project. SECTION 7: The City of Miami shall not be responsible for any undertaking in connection with the Series 2007 Bonds and the refunding of the Series 2005 Bonds except as set forth in the 2005 Interlocal, as amended by this First Amendment. The Borrower, by its acknowledgement hereof, agrees to indemnify and hold harmless the City of Miami and the City of Tampa agains 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 First Amendment, 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 and the City of Tampa harmless from and 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 Series 2007 Bonds and the refunding of the Series 2005 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 2007 Bonds, the refunding of the Series 2005 Bonds, and the establishment of any funds and accounts. The City of Miami shall not be liable for the costs of the Series 2007 Bonds, the costs of refunding of the 2005 Bonds, or the costs incurred in connection with the preparation, review, execution or approval of this First Amendment or any documentation or opinions required to be delivered in connection with the loan to the Borrower from the proceeds of the Series 2007 Bonds and the refunding of the Series 2005 Bonds. SECTION 8: The 2005 Interlocal, as amended by this First Amendment so as to be applicable to the Series 2007 Bonds and so as to accomplish the refunding of the Series 2005 Bonds, 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 Revised Droll Fiist Atnei dmcrtt:#p.liaterlopl AgreerteTit 07-1328,::RJJ 5 party. Notwithstanding the foregoing, it is agreed that the 2005 Interlocal, as amended by this First Amendment, may not be terminated by any party during any period that the Series 2005 Bonds remain outstanding, the Series 2007 Bonds remain outstanding, or during any period in which the proceeds of such Series 2007 Bonds are still pending distribution and deposit to accomplish the refunding of the Series 2005 Bonds, unless the parties to this First Amendment 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 2005 Interlocal, as amended by the First Amendment, will provide continuing cooperation to each other in fulfilling the obligations associated with the issuance of the Series 2007 Bonds and the refunding of the Series 2005 Bonds pursuant to this First Amendment. SECTION 9: It is agreed that prior to issuance of the Series 2007 Bonds, this First Amendment shall be filed with the Clerk of the Circuit Court of Hillsborough County, Florida and with the Clerk of Circuit Court for Miami -Dade County, Florida as required by Section 163.01(11) of the Interlocal Act. SECTION 10. The City of Miami, the City of Tampa and the Borrower have each attached their respective authorizations to enter into this First Amendment with such respective authorizations attached hereto as composite Exhibit "B", incorporated herein and made a part hereof. SECTION 11: This First Amendment 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] Revised Draft First Amendment to I terlocel Agreement — 07-1328 RJJ 6 IN WITNESS WHEREOF, this First Amendment 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 First Amendment to be executed by its City Manager, its seal affixed and both have been attested by its City Clerk. [SEAL] ATTEST: By: Name: Shirley Foxx-Knowles Title: City Clerk [SEAL] ATTEST: ,By: Name: Priscilla A. Thompson Title: City Clerk CITY OF TAMPA, FLORIDA By: Name: Pam Iorio Title: Mayor CITY OF MIAMI, FLORIDA By: Name: Pedro G. Hernandez Title: City Manager APPROVED AS TO FORM AND APPROVED AS TO CORRECTNESS: INSURANCE REQUIREMENTS: Jorge L. Fernandez LeeAnn Brehm City Attorney Risk Management Director Revised.Draft First:Amandment to tnter1ecal A re mcni'.- 07-1 28.RJJ 7 STATE OF FLORIDA COUNTY OF HILLSBOROUGH The foregoing First Amendment to Interlocal Agreement was acknowledged before me this day of , 2007 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 First Amendment to Interlocal Agreement was acknowledged before me this day of , 2007 by Pedro G. Hernandez, the City Manager of 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. Print Name: Notary Public My commission expires: This Amendment Consented to and Acknowledged by: VOLUNTEERS OF AMERICA OF FLORIDA, INC, By: By: Name: Raymond N. Tuller, III Name: Kathryn E. Spearman Title: Chief Operating Officer Title: President and Chief Executive Officer Revisad':Drafi first: Amcndtm ent;o interlocal :Agreement - 28.RJd 8