INTERLOCAL AGREEMENT DID NOT MOVE FORWARD - DID NOT EXECUTE
NABORS, GIBLIN & NICKERSON, P.A.
ATTORNEYS AT LAW
CNL CENTER, SUITE 510
450 SOUTH ORANGE AVENUE
ORLANDO, FLORIDA 32801
THE POINTE, SUITE 1060
2502 ROCKY POINT DRIVE
TAMPA, FLORIDA 33607
(813) 281-2222
TELECOPY (SI3) 2SI-0129
TELEPHONE (407) 426-7595
TELECOPY (407) 426-6022
SUITE 200
1500 MAHAN DRIVE
TALLAHASSEE, FLORIDA 3230S
(850) 224-4070
TELECOPY (S50) 224-4073
February 6, 2002
Via U.S. Mail
City Attorney's Office
City of Clearwater, Florida
Attention: Laura
P.O. Box 4768
Clearwater, Florida 33758
Re: $10,820,000 Gadsden County Industrial Development Authority First Mortgage
Revenue Bonds (The Trousdale Foundation of Gadsden, Inc. Project), Series 2001
Dear Laura:
In connection with the above-referenced matter, enclosed please find an original Interlocal
Agreement which was executed by the City of Clearwater. The deal did not move forward and therefore
the other parties did not execute the Interlocal Agreement.
Please feel free to give us a call if you have any questions.
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Enclosures
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THIS INSTRUMENT PREPARED
BY AND RETURN TO:
Warren S. Bloom, Esq.
Nabors, Giblin & Nickerson, P.A.
450 South Orange Avenue, Suite 510 ABOVE SPACE RESERVED FOR
Orlando, Florida 32801 RECORDING PURPOSES ONLY
INTERLOCAL AGREEMENT
AMONG THE GADSDEN COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY,
JEFFERSON COUNTY, FLORIDA AND THE CITY OF CLEARWATER, FLORIDA
WHEREAS, the Gadsden County Industrial Development Authority (the "Authority")
is a public body corporate and politic and a public instrumentality and a local agency organized
and existing under the laws of the State of Florida including, particularly, Chapter 159, Parts II
and III, Florida Statutes; and
WHEREAS, the Authority has received a request from The Trousdale Foundation of
Gadsden, Inc., a Florida not-for-profit corporation (the "Corporation") requesting that the
Authority issue its first mortgage revenue bonds and loan the proceeds from the sale thereof to
the Corporation for the principal purpose of providing funds sufficient to finance and refinance
the costs of acquisition, renovation and equipping certain nursing facilities located in Gadsden,
Jefferson Counties and the City of Clearwater, Florida (collectively, the "Project"); and
WHEREAS, the Authority has authorized and approved the issuance of its first
mortgage revenue bonds in the aggregate principal amount of not exceeding $12,020,000 (the
"Bonds"), pursuant to the authority of Chapter 159, Parts II and III, Florida Statutes and
Section 163.01, Florida Statutes and other applicable provisions of law (collectively, the
"Act"), for the principal purpose of financing and refinancing the costs of the Project; and
WHEREAS, the Bonds shall be secured solely by revenues described in the Mortgage
and Trust Agreement to be dated as of June 1, 2001 among the Authority, the Corporation and
The Bank of New York (the "Trustee") (including any amendments and supplements thereto,
the "Agreement"), and the payment of the principal of and premium, if any, and interest on the
Bonds as the same shall become due shall be made solely by the Corporation in the amounts
and from the sources as required by the Agreement; and
WHEREAS, it is deemed desirable by the Authority, Jefferson County and the City of
Clearwater, Florida that the Authority, Jefferson County and the City of Clearwater, Florida
enter into this Interlocal Agreement, as provided for and under the authority of Section 163.01,
Florida Statutes, in accordance with the prior determination of the Authority and the City
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Commission of the City of Clearwater, Florida and the County Commission of Jefferson
County in order to assist the Corporation in the financing and refinancing of the Project, as
more fully described in the Agreement; and
WHEREAS, the Authority, has determined that the loan of funds derived from the
proceeds of the Bonds to the Corporation pursuant to the terms of the Agreement will assist in
the development and maintenance of the public health and welfare of the residents of Gadsden
County, Jefferson County and the City of Clearwater, Florida, and will serve the public
purposes of the Act, and will promote the most efficient and economical development of
nursing facilities such as the Project in a manner and pursuant to forms of governmental
organization that will accord best with the geographic, economic, and population
characteristics which influence the healthcare needs of Gadsden County, the City of
Clearwater, Florida, Jefferson County and the respective inhabitants thereof; and
WHEREAS, neither the Authority, Gadsden County, the City of Clearwater, Florida,
Jefferson County, nor the State of Florida or any political subdivision or agency thereof 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 issuance of the Bonds shall not directly, indirectly, or
contingently obligate the Authority, Gadsden County, the City of Clearwater, Florida,
Jefferson County, the State of Florida, or any political subdivision or agency thereof to levy or
pledge any form of taxation whatsoever therefor or to make any appropriation from ad valorem
taxation revenues for their payment.
NOW, THEREFORE, THIS INTERLOCAL AGREEMENT, AMONG THE
AUTHORITY, JEFFERSON COUNTY, FLORIDA, THE CITY OF CLEARWATER,
FLORIDA, WITNESSETH AS FOLLOWS:
SECTION 1. The Corporation shall borrow funds derived from the proceeds of the
Bonds issued by the Authority for the principal purpose of paying for the cost of financing and
refinancing the costs of the Project as contemplated by the Agreement and the funds shall be
repaid solely from the revenues of the Corporation pursuant to the terms of the Agreement and
the funds shall be duly expended for their stated purpose. Each of the Authority, Jefferson
County and the City of Clearwater, Florida acknowledge and approve the issuance of the
Bonds and the loan of the proceeds thereof to the Corporation to finance and refinance that
portion of the Project located in their respective jurisdictions. Each of the parties hereto
acknowledge that the approval being granted by Jefferson County and the City of Clearwater,
Florida is being provided solely for the purpose of complying with the host approval
requirements of the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended.
SECTION 2. At all times prior to and during the term of this Interlocal Agreement the
Authority, Jefferson County and the City of Clearwater, Florida constitute "public agencies" as
that term is defined in Section 163.01(3)(b), Florida Statutes, and the Authority, Jefferson
County and the City of Clearwater, Florida have in common the power and authority to issue
revenue bonds in order to provide financing for the acquisition of nursing facilities such as the
Project, as the power and authority as each might exercise separately.
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SECTION 3. The Authority, Jefferson County and the City of Clearwater, Florida are
entering into this Interlocal Agreement in order to more effectively perform their service
function related to the provision of adequate nursing facilities pursuant to the powers granted
under Section 163.01, Florida Statutes, as amended.
SECTION 4. This Interlocal Agreement shall in no way be interpreted to authorize the
delegation of the constitutional or statutory duties of the Authority, Gadsden County, Jefferson
County, the City of Clearwater, Florida, the State of Florida or any political subdivision or
agency thereof or any members or officers thereof.
SECTION 5. Neither this Interlocal Agreement nor the Bonds shall be deemed to
constitute a general debt, liability, or obligation of or a pledge of the faith and credit of the
Authority, Gadsden County, Jefferson County, the City of Clearwater, Florida, the State of
Florida, or any political subdivision or agency thereof. The issue of the Bonds pursuant to this
Interlocal Agreement shall not directly, indirectly, or contingently obligate the Authority,
Gadsden County, Jefferson County, the City of Clearwater, Florida, the State of Florida, or
any political subdivision or agency thereof to levy or to pledge any form of taxation
whatsoever therefore, or to make any appropriation for their payment.
SECTION 6. This Interlocal Agreement may be signed in any number if counterparts
with the same effect as if the signatures thereto and hereto were upon the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Interlocal Agreement has been executed by and on
behalf of Jefferson County by the Chairman or Vice-Chairman of its County Commission and
the seal of said County affixed hereto and attested by its Clerk or Deputy Clerk , by and on
behalf of the City of Clearwater, Florida by the Mayor/Chairman or Vice-Chairman of its City
Commission and the seal of said City affixed hereto and attested by its Clerk or Deputy Clerk
and the Authority has caused this Interlocal Agreement to be executed by its Chairman, its seal
affixed hereto, as attested by its Executive Secretary all as of the day of
2001.
(SEAL)
GADSDEN COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
ATTEST:
By:
Chairman
Member
(SEAL)
BOARD OF COUNTY COMMISSIONERS OF
JEFFERSON COUNTY, FLORIDA
ATTEST:
By:
Chairman
County Clerk
Countersigned:
Bf?A~ ~
Mayor-Commissioner
.~~l~) .
r Ci
Approved as to form:
Attest:
tiurlf!JZI~.. -
~mela. in 7!
City Attorney
. - C.
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