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AGREEMENT RE USE MANAGEMENT AND OPERATION OF A RETAINED SPRING TRAINING FRANCHISE FACILITY FOR THE PHILLIES -. J I 01-011111 JAN- 11-200 1 10: 17AM PINELLAS CO 8K 11187 PG 384 111111I 1111111111111111111111111111111111111111111 [Years 2001-2021] INTERLOCAL AGREEMENT BETWEEN CITY OF CLEARWATER, FLORIDA AND PINELLAS COUNTY FLORIDA Dated as of December 1, 2000 ~CZl O~ ~O er:U g:'~ 8~ ~~ 00 ::Ceo Ot' ~ // /) )/~. ,'~'/~\ ,.' ,Ji" ;1_ I __ ' i........' (41) SECTION 1.01. SECTION 1.02. SECTION 1.03. SECTION 2.01. SECTION 2.02. SECTION 2.03 SECTION 3.01 SECTION 3.02 SECTION 3.03 SECTION 3.04 SECTION 3.05 SECTION 3.06 SECTION 3.07 SECTION 3.08 SECTION 3.09 tf.> s~ ~o ~CJ ~~ @~ ~o t:Q ) I OF": IN~LLAS . R~C . Sk COUNTY F"L 111 S7 Po A. 3SS TABLE OF CONTENTS (This table of contents is not part of the Interlocal Agreement and is only for the convenience of reference.] ARTICLE I AUTHORITY AND DEFINITIONS Authority ......................................... Page 2 of 7 Definitions ......... . . . . . . . . . . . . . . . . . . . . . , . . . . . . . ., Page 3 of 7 Creation of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 3 of 7 ARTICLE II FLOW OF FUNDS AND PAYMENTS Payments by the County to the City . . . . . . . . . . . . . . . . . . . .. Page 4 of 7 Payments by the City to the Debt Service Fund. . . . . . . . . . .. Page 4 of 7 Payments by the County . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 4 of . 7 ARTICLE III TERM AND MISCELLANEOUS Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . ... . . . . . . . . . . . Page 5 of 7 Filing and Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Page 5 of 7 Severability ....................................... Page 5 of 7 Controlling Law; Members of City and County Not Liable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Page 5 of 7 Miscellaneous ..................................... Page 6 of 7 Modification or Amendment ... . . . . . .. . . . . . . . . . . . . . . .. Page 6 of 7 Fees, Costs and Expenses ............................ Page 6 of 7 Use of Baseball Facility. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Page 7 of 7 Marketing of Baseball Facility. . . . . . . . . . . . . . . . . . . . . . . .. Page 7 of 7 ) I PINELLRS COUNTY rLA Orr,REC.8K 11187 PG 386 INTERLOCAL AGREEMENT This INTERLOCAL AGREEMENT (the "Interlocal Agreement") is made as of this 1st day of December, 2000, by and between PINELLAS COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County") and the CITY OF CLEARWATER FLORIDA, a municipal corporation of the State of Florida (the "City"). WIT N E SSE T H: WHEREAS, it is the purpose and intent of this Interlocal Agreement, the parties hereto and the Florida Interlocal Cooperation Act of 1969 ("Cooperation Act"), to permit the City and the County to make the most efficient use of their respective powers, resourcesand capabilities by enabling them to cooperate on the basis of mutual advantage and thereby to provide the facilities provided for herein in the manner that will best accord with the existing resources available to each of them and with geographic, economic, population and other factors influencing the needs and developments within their respective jurisdictions; and WHEREAS, the purpose of the Cooperation Act is to provide for a means by which the City and the County may exercise the respective powers, privileges and authorities which they share in common and which each might exercise separately in a joint manner; and WHEREAS, the parties further intend to enter into this Interlocal Agreement in order to show evidence of indebtedness of the County to the City; and WHEREAS, the City has now entered into an Agreement (the "Baseball Agreement") for the use, management and operation of a retained spring training franchise facility consisting of spring training practice fields and a baseball stadium (the "Baseball Facility") with [The Phillies] (the "Team") pursuant to which the Team has agreed to retain its spring training program in the City and utilize the Baseball Facility and such Baseball Agreement and the location of the Team in the City will create beneficial economic development in the County; and WHEREAS, the City intends on fmancing the cost of the Baseball Facility through the issuance of one or more series of revenue bonds to be issued by the City (the "City Bonds"), together with other funds of the City and the Team, and has requested that the County provide additional funds to support the repayment of the City Bonds; and WHEREAS, the County is desirous of assisting the City by providing monthly payments to the City (the "County Payments") for the purpose of assisting the City in the repayment of the City Bonds s~ ti.oO ~U g7gz 9~ 00 tt:CQ Page 1 of 9 I PINELLAi COUNTY rLA Orr.REC.8~ 11187 PG 387 and otherwise assisting in the payment of the costs of the Baseball Facility; and WHEREAS, the retention of the Team and the construction of the Baseball Facility in the City is designed to increase tourist-related business activities in the County and the Baseball Facility constitutes a facility which may be fmanced with the County's tourist development tax revenues in accordance with Section 125.0104, Florida Statutes; and WHEREAS, this beneficial economic impact arising from the Team is a material and necessary inducement to the County in its decision to make the County Payments for the purposes herein provided; and WHEREAS, the County and the City desire to equitably determine and to contract and provide herein the manner in which the County Payments shall be paid to the City as additional funds for the payment of a portion of the debt service on the City Bonds for which the County shall be obligated to pay in the manner herein provided, and for which this Interlocal Agreement shall constitute the evidence of indebtedness of the County; and WHEREAS, the County and the City desire to determine and to contract and provide herein the manner in which the County Payments shall be deposited in the County Payments Account and expended to pay the County Payments and further to be deposited for payment of the County indebtedness evidenced hereby to be utilized for payment of the debt service on the City Bonds; and WHEREAS, the County has determined and agreed to budget and appropriate and to pay over to the City the County Payments; NOW, THEREFORE, in consideration of the mutual covenants of this Interlocal Agreement, the City and County agree as follows: ARTICLE I AUTHORITY AND DEFINITIONS SECTION 1.01. Authority. This Agreement is entered into pursuantto the provisions of Section 163.01, Florida Statutes; Article VIII, Sections I and 2 of the Constitution of the State of Florida; Chapter 166, Florida Statutes; Pinellas County Home Rule Charter; Section 125.0104(1), Florida Statutes; and other applicable provisions oflaw (collectively, the "Act"). SECTION 1.02. Definitions. ~f.f.l ~~ ~O ~u O~ 022 ~~ 00 ::I:CQ Page 2 of 9 I PINtLLAS COUNTY rLA. Orr.~C.8K 11187 PG 388 "Bond Ordinance" means that certain Ordinance No. 6675-01 of the City, as amended and supplemented, providing for the issuance of the City Bonds. "Bond Year" means with respect to the City Bonds, the Bond Year as defmed in the Bond Ordinance. "City Bonds" means the City of Clearwater, Florida Revenue Bonds (Spring Training Facility), Series 2001, issued in one or more series pursuant to the Bond Ordinance. "County Payments" means the payments to be made by the County as provided by Section 2.01 hereof, in the annual amount of$587,650.00, payable in equal monthly payments of$48,970.83 (which amount is one-twelfth of the annual amount), commencing on the first County Payment Date, and continuing for a total of two hundred forty (240) months for a total of two hundred forty (240) monthly payments. "County Payment Date" means the fifteenth calendar day of each month, commencing with the second month immediately following the month in which the City receives certification from the State of Florida that the Project constitutes a "facility for a retained spring training franchise" in accordance with Section 288.1162(5), Florida Statutes, on which dates an installment of County Payments is to be made to the City. "County s Payment Account" means the account created within the Revenue Fund in the Bond Ordinance funded from payments made by the County constituting County Payments pursuant to this Interlocal Agreement. "Debt Service Fund" means the fund designated in the Bond Ordinance from which the principal of, premium, if any, amortization payments and interest on the City Bonds are paid. "Debt Service Payments" means the payments required to be made by the City for debt service on the City Bonds, in the manner provided in the Bond Ordinance. "Non-Ad Valorem Revenues" shall mean all legally available non-ad valorem revenues or taxes of the County (including ad valorem taxes to the extent the use thereof for securing bonds or other debt obligations of the County has been approved by referendum), which are legally available to make the payments required by this Interlocal Agreement, but only after provision has been made by the County for payment of services and programs which are for essential public purposes affecting the health, welfare and safety ofthe inhabitants of the County or which are legally mandated by applicable law. ARTICLE IT FLOW OF FUNDS AND PAYMENTS ~CZl )~ "'0 ~U ~ga 5~ ~ ...r;: )0 tl~ Page 3 of 9 I PJNE~LAS COUNTY 'LA Orr,REC,8K 11187 PG 388 SECTION 2.01. Payments by the County to the City. The County hereby covenants and agrees to pay on or before each County Payment Date, commencing with the first County Payment Date, an amount equal to the amount of the respective County Payment due on such date, to the City to assist the City in paying a portion of the costs of the construction and equipping ofthe Baseball Facility, and following the issuance of the City Bonds, for deposit into the County's Payment Account held by the City. SECTION 2.02. Payments by the City to the Debt Service Fund. The City hereby covenants and agrees as follows: (a) The City shall accept the monies delivered by the County pursuant to Section 2.01 hereof to assist the City in paying a portion of the costs of the construction and equipping of the Baseball Facility, and following the issuance of the City Bonds, the City shall deposit all subsequent County Payments into the County's Payment Account held by the City under the Bond Ordinance. (b) After the date on which the City Bonds are issued, the City shall, on or before the first business day prior to the date upon which the monies on deposit in the County's Payment Account are to be transferred to the Debt Service Fund, transfer and deposit all amounts received from the County representing County Payments into the Debt Service Fund. (c) The City shall on each payment date for the City Bonds pay from and exhaust all monies in the Debt Service Fund so deposited from the proceeds of the County Payments paid by and received from the County for the Debt Service Payments prior to using any other revenues of the City which are pledged for the repayment of the City Bonds. SECTION 2.03 Payments by the County. The obligation of the County to pay over to the City the County Payments is indebtedness of the County and this Interlocal Agreement is hereby issued by the County as evidence of such indebtedness. The County shall keep accurate books and records, and shall record the amount the County has transferred pursuant to Section 2.01 hereof to the City. ARTICLE III TERM AND MISCELLANEOUS SECTION 3.01 Term. ~cn 00 fJ., la' g~e r.t.: Q:: o S~ CO a; Page 4 of 9 I I PINELLAS COUNTY FLA. OFF, REC ,8K 11187 PG 390 This Agreement shall commence on December 1, 2000 (but only in the event that the City receives certification that the Baseball Facility constitutes a "facility for a retained spring training franchise" in accordance with Section 288.1162(5), Florida Statutes), and shall terminate at midnight on the earliest date on which (i) the fmal County Payment is made in accordance with this Agreement, (ii) the Bonds are retired in full or legally defeased, or (iii) the City issues bonds to refund, in full, the City Bonds, and the County elects, at its option, to terminate any further County Payments hereunder. On the date that the City Bonds are retired in full or otherwise legally defeased in accordance with the Bond Ordinance, any County Payments not then paid or due shall thereafter be canceled, and no further County Payments by the County shall be required hereunder. SECTION 3.02 Filing and Effective Date. This Agreement shall become effective upon (i) the execution of this Agreement by the proper officers of the City and the County as of the date set forth above and (ii) upon the filing with the Clerk of the Circuit Court of Pine lias County, Florida as required by Section 163.01(11), Florida Statutes. SECTION 3.03 Severability. If anyone or more of the covenants, agreements or provisions of this Agreement should be held contrary to any express provision oflaw or contrary to any policy of expressed law and held invalid, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Agreement which shall remain fully enforceable. SECTION 3.04 Controlling Law; Members of City and County Not Liable. All covenants, stipulations, obligations and agreements of the City and the County contained in this Agreement shall be deemed to be covenants, stipulations, obligations and agreements of the City and the County, respectively, to the full extent authorized by the Act and provided by the Constitution and laws of the State of Florida. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member of the governing body or agent or employee of the City or the County in its, his or their individual capacity, and neither the members of the governing body of the City or the County nor any official executing this Agreement shall be liable personally or shall be subject to any accountability by reason of the execution by the City or the County of this Agreement or any act pertaining hereto. SECTION 3.05 Miscellaneous. A. Bud~-et. and Appropriation by the County. The County shall include in its annual budget and appropriate, sufficient legally available Non-Ad Valorem Revenues ofthe County, for the timely payment of all County Payments due to be made in each fiscal year at such times as shall be ~V) O~ ~O ~U ~~ 9~ =>0 I:t:Q Page 5 of 9 I I PINELLAS COUNTY rLA, Orr,REC,8K 11187 PG 381 required. In no event shall the County be required to make any payments required hereunder except from funds duly budgeted and appropriated in accordance with this Section 3.05. Such covenant and agreement on the part of the County shall be cumulative and shall continue until all County Payments shall have been budgeted, appropriated and actually paid. The County agrees that this covenant and agreement shall be deemed to be entered into for the benefit of the holders of the City Bonds and that this obligation may be enforced in a court of competent jurisdiction. Notwithstanding the foregoing or any provision of this Interlocal Agreement to the contrary, the County does not covenant to maintain any services or programs now maintained or provided by the County, including those programs and services which generate Non-Ad Valorem Revenues. This covenant and agreement shall not be construed as a limitation on the ability of the County to pledge all or a portion of such Non-Ad Valorem Revenues for other legally permissible purposes. Nothing herein shall be deemed to pledge ad valorem taxation revenues or to permit or constitute a mortgage upon any assets owned by the County and no person may compel the levy of ad valorem taxes on real or personal property within the boundaries of the County for the payment of the County's obligations hereunder. The City Bonds and the obligations of the County hereunder shall not be or constitute general obligations or indebtedness of the County as "bonds" within the meaning ofthe Constitution of the State of Florida, and no holder or holders of any City Bonds shall ever have the right to compel the exercise of the ad valorem taxing power of the County or taxation in any form of any real or personal property therein. However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein, has the effect of making available for the payment of the obligations of the County the Non-Ad Valorem Revenues of the County in the manner provided herein and placing on the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Chapter 125, Florida Statutes, which makes it unlawful for any county to expend moneys not appropriated and in excess of such county's current budgeted revenues. The obligation of the County to make such payments from its Non-Ad Valorem Revenues is subject to the availability of money in the treasury of the County and funding requirements for essential services of the County; however, such obligation is cumulative and would carry over from Fiscal Year to Fiscal Year. The County further covenants that this Interlocal Agreement shall be entered into for the benefit of the holders of the City Bonds and that the obligations of the County to pay the County Payments to the City may be enforced in a court of competent jurisdiction in accordance with the remedies set forth herein. Notwithstanding the foregoing, the City recognizes that the County intends, but is not required, to utilize the County's tourist development tax revenues levied pursuant to Section 125.0104, Florida Statutes, to fund each years' appropriation for County Payments. B. Annual Bud~ets. The County shall prepare, approve and adopt each year, in the manner provided by law, a detailed annual budget pursuant to which it shall allocate, appropriate and provide for the deposits and payments of sufficient legally available Non-Ad Valorem Revenues of the County for the ensuing Fiscal Year required by this Agreement. The covenant and agreement by the County to ~tI'.l O~ ~O ~U ~::! ....l~ 0< =0 ~ Page 6 of 9 I P INELLA5 ~~~~~y p:;LA 352 OFF ,REC,8K budget and appropriate such amount shall be cumulative and shall continue each Fiscal Year until all required County Payments have been budgeted, appropriated and actually paid by the County to the City for deposit as provided herein. C. Reports and Annual Audits. The County shall, as soon as practicable after the end of each Fiscal Year, cause the books, records, accounts and the data relating to the County Payments for such Fiscal Year to be properly audited by an independent certified public accountant of recognized standing. D. Enforcement of Collections. The County is currently authorized to receive sufficient legally available non ad-valorem revenues to enable it to budget and appropriate the County Payments. The County will diligently enforce its right to receive such revenues and will not take any action which will impair or adversely affect its right to receive such funds or impair or adversely affect in any manner its obligations hereunder. The County shall be unconditionally and irrevocably obligated to take all lawful action necessary or required to enable the County to receive sufficient revenues to so budget and appropriate the County Payments as now permitted or provided by law or as may later be authorized, and to make the transfers required by this Agreement. E. Reduction of Non-Ad Valorem Revenues. During such time as the obligations of the County to make County Payments hereunder are outstanding, the County covenants that it will not reduce the rate or rates at which any Discretionary Non-Ad Valorem Revenues are charged or collected if such reduction, in and of itself, would cause, Non-Ad Valorem Revenues in such Fiscal Year to be less than 120% of the debt service in such year on debt payable from Non-Ad Valorem Revenues, including for this purpose, the County Payments. "Discretionary Non-Ad Valorem Revenues" means any component ofthe Non-Ad Valorem Revenues as to which the County has the authority to determine the rate or rates charged or collected. Notwithstanding the foregoing or any provision of this Interlocal Agreement to the contrary, the County shall not be prohibited from reducing Non-Ad Valorem Revenues if such reduction is required by the laws ofthe State of Florida or the United States of America. F. City Covenant as to Use of Baseball Facility. The City and the County recognize that the Baseball Facility constitutes a facility for a retained spring training franchise and as such is a facility which may be fmanced, in whole or in part, with the proceeds of the County's tourist development tax. In the event the Baseball Facility ceases to be used by the Team, or another major league baseball club, as its spring training facility, the City will notify the County in writing of any proposed alternate use of the Baseball Facility, which use will be restricted to a use which may be fmanced with the proceeds of the tourist development tax as set forth in Section 125.0104, Florida Statutes; provided however, that prior to any change in the use of the Baseball Facility, the County will have provided written notice to the City either that (i) the County agrees that such alternate use is for a use that may be financed with tourist development taxes, (ii) the County agrees that the proposed alternate use is in the best interest of the City and the County and will utilize a funding source other than appropriations of tourist development tax ~cn ~~ ~O ~u O~ 00 ~~ O~ :I:m Page 7 of 9 I PINEILAS COUNTY rLA Orr,REC,8K 11187 PG 383 revenues to fund its annual appropriation of County Payments, or (iii) the County will require the City to retire or refund the City Bonds prior to implementing any such proposed change in use of the Baseball Facility. In the event the Baseball Facility ceases to be used for baseball spring training activities or an alternate use permitted by Section 125.0104, Florida Statutes, and it is determined that the City's use of the Baseball Facility is not in accordance with the covenants of the City set forth in this Section 3.05(F), the County shall give the City written notice of such impermissible use, and the City shall have a period of sixty (60) days after receipt of such notice to change the use of the Baseball Facility to a permitted use, and if the City fails to conform the use of the Baseball Facility within such period to a use permitted by this Section 3.05(F), the County shall be entitled to enforce the City's covenant set forth in this section 3.05(F). SECTION 3.06 Modification or Amendment. This Agreement may be amended with the written consent of the County and the City. SECTION 3.07 Fees, Costs and Expenses. The City hereby agrees to payor reimburse the County for all reasonable fees, costs and expenses incurred by the County with respect to the negotiation, execution and delivery of this Agreement, including, without limitation, fees and expenses of bond counselor other outside counsel, its financial advisor, and all similar fees, costs and expenses, including the costs of validation. SECTION 3.08 Marketing of Baseball Facility. The County hereby agrees to assist, where feasible, the City in any and all efforts to market the Baseball Facility by the City to potential users thereof. The City hereby agrees to require, as part of any licence, use or similar agreement with the Team or any other major league baseball team for the use of the Baseball Facility, a provision that the Team or such other major league baseball team will be required to provide equivalent dollar value' in the form of marketing trade out opportunities for each Comity Payment made hereunder. Marketing trade out opportunities may include, but are not limited to, destination advertising (both traditional and internet), tourism public relations campaigns, tourism direct sales activities and/or other programs mutually agreed upon between the Pinellas County Convention and Visitors Bureau and the Team or such other major league baseball team then using the Baseball Facility. The County acknowledges that the marketing program shall be the sole responsibility of the Team or such other major league baseball team then using the Baseball Facility. ~CIj O~ 1:1..0 ~U ~~ Q~ ~<: 00 :I:Ctl Page 8 of 9 ~cn ~~ ~o ~&1 o~ o~ ...:1< ~~ I JINELLAS COUNTY rLA Orr,REC,8K 11187 PG 394 IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as ofthe day and year first above written. (SEAL) ATTEST: ~;~~ z. ~ '"'C_..', \ ., A'.';' .~,Ji.,>":'."1 ( c:;/:'AJ:TES:T:) ,KARLE EN F. De BLAKER, CLERK _,":" . "~'."':':, .. I: j , . . . '.' i. (/, '. . ," " '. , ., ~ ",.. , :' 'ByF., ,," : , "': Deputy Clerk, Board of County COInmissioners, Pinellas County, Florida , - . ....:." " Page 9 of 9 :~?;i~ BytJ1;a~.Jj'~<L Ie City Manager Approved as to form and correctness: By: tA1-- City Attorney PINELLAS COUNTY, FLORIDA By: (J ~) EJt/ Chairman, Board of County Commissioners, Pinellas County, Florida APPROVED AS TO FORM :FF~~ORNEY Attorney I I REC;EIVED JAN 2 5 2001 C/TYIl\TTORNEY ^ 3~ NO. B.C.C. 12/19/00 6:32 P.M. PENHALE/Groves #38 INTERLOCAL AGREEMENT WITH CITY OF CLEARWATER RE COUNTY'S FINANCIAL COMMITMENT OF TOURIST DEVELOPMENT FUNDS TO SPRING TRAINING BASEBALL FACILITY - APPROVED FOR EXECUTION Interim County Administrator D. Gay Lancaster recommended approvai of an Interlocal Agreement with the City of Clearwater re the County's financial commitment of Tourist Development funds to the spring training baseball facility, as outlined in her' agenda memorandum dated December 19,2000. Director of the Department of Management and Budget Mark Woodard presented an update of the agreement and in response to queries by the members, reviewed the financial obligations of the parties. Responding to queries by the members, City of Clearwater General Services Administrator Keith Ashby reviewed the particulars of the contract and explained the site Issues. Commissioner Latvala moved, seconded by Commissioner Welch and carried, that the recommendation of the Interim County Administrator be approved. .j.rj./ ~~.~'Ldyk. ilA~~~. ~ r )%r C2-..- ~ 2v~, a, Lft.j~~~:L4L, ~ .-<-/ "2'- ....... . ~;:;~ ~ Ah,__~, ~ ___ , /-11-01 JofJ~tu ~~'j Qu~Ui~~~~'~'