HomeMy WebLinkAbout22-226RESOLUTION NO. 22-226
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
ST. LUCIE COUNTY, FLORIDA PROVIDING CONSENT TO THE
FLORIDA DEVELOPMENT FINANCE CORPORATION TO THE
ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE AND
REVENUE REFUNDING BONDS ON BEHALF OF TREASURE COAST
FOOD BANK, INC. IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $30,000,000; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS (THE "BOARD") OF ST.
LUCIE COUNTY, FLORIDA:
WHEREAS, the Florida Development Finance Corporation (the "Issuer') was created by
the Florida Development Finance Corporation Act, Chapter 288, Part X, Florida Statutes (the
"Act") which provides, in part, that the Issuer may issue bonds to finance and refinance projects
for the benefit of Florida businesses to enhance the economic development of the State of Florida
(the "State"), provided that the Issuer has entered into an interlocal agreement with the local
governmental agency in which the project will be located; and
WHEREAS, the Issuer and the Board of County Commissioners of St. Lucie County, Florida
(the "Board") have previously entered into an Interlocal Agreement, dated November 27, 2007,
a copy of which is attached hereto as Exhibit "A" (the "Interlocal Agreement"), which permits the
Issuer to issue bonds to finance and refinance projects located within the jurisdictional limits of
St. Lucie County, Florida (the "County") subject to the Board's reserved right to consent to each
such project; and
WHEREAS, Treasure Coast Food Bank, Inc., a Florida not for profit corporation, and/or
one or more affiliated entities (collectively, the "Borrower") has requested the issuance of the
Issuer's Industrial Development Revenue and Revenue Refunding Bonds, in one or more series
of tax-exempt qualified 501(c)(3) bonds or taxable bonds (collectively, the "Bonds"); and
WHEREAS, the Borrower will use the proceeds of the Bonds to (i) refinance not to exceed
$3,000,000 of existing debt used to finance (a) an approximately 35,000 square foot facility for
the storage, repackaging, and distribution of donated food items, located at 401 Angle Road, Fort
Pierce, Florida, 34947; and (b) an approximately 10,000 square feet facility for a food production
kitchen, located at 3051 Industrial 25t" Street, Fort Pierce, Florida 34946; (ii) finance the
acquisition, construction and/or equipping of an approximately 100,000 square foot facility for
the purpose of receiving, storing, repackaging, and distributing donated food items, located on
an approximately 11.2 acre parcel of land consisting of Parcels D and E within the Orange 95
Commerce Center, located at approximately the intersection of Floyd Johnson Road and Jenkins
Road in unincorporated St. Lucie County, Florida 34947 (collectively, the "Project"), (iii) fund any
necessary reserves, and (iv) pay certain costs of issuance related to the Bonds; and
WHEREAS, as a result of the Borrower's request and in light of the continued and
anticipated economic benefits associated with the Project, the issuance of the Bonds for the
purposes of financing and refinancing the Project is deemed to be in the best interests of the
citizens of the County.
NOW THEREFORE, BE IT RESOLVED by the Board of County Commissioners of St. Lucie
County, Florida as follows:
Section 1. Recitals. The foregoing recitals are true and correct and are hereby
incorporated herein by reference.
Section 2. Consent to Issuance of the Bonds. Based upon the foregoing, and solely
for the purposes and pursuant to the terms of the Interlocal Agreement, the Board hereby
consents to the issuance by the Issuer of the Bonds for the purposes of financing or refinancing
the Project.
Section 3. Limitation. The County shall have no responsibility with respect to the
repayment of the Bonds. The Bonds and the interest thereon shall not constitute an
indebtedness or pledge of the general credit or taxing power of the County but shall be payable
solely from the revenues pledged therefor pursuant to financing agreements entered into by and
among the Issuer and the Borrower and/or parties other than the County prior to or
contemporaneously with the issuance of the Bonds.
The approval given herein shall not be construed as (a) an endorsement of the
creditworthiness of the Borrower or the financial viability of the Project, (b) a recommendation
to any prospective purchaser of the Bonds, (c) an evaluation of the likelihood of the repayment
of the debt service on the Bonds, or (d) an approval of any necessary rezoning applications nor
for any other regulatory permits nor to create any vested rights relating to the Project and the
County shall not be construed by reason of its adoption of this resolution to have made any such
endorsement, finding or recommendation or to have waived any of the County's rights or
estopping the County from asserting any rights or responsibilities it may have in that regard.
Section 4. Indemnification. The receipt of the Indemnification Certificate attached
hereto as Exhibit B and incorporated hereby by reference is a material inducement to the Board
in granting the approvals set forth herein.
Section 5. Repealing Clause. All restrictions or resolutions or portions thereof in
conflict herewith are, to the extent of such conflict, hereby superseded and repealed.
2
Section S. Effective Date. This resolution shall take effect immediately upon its
adoption.
PASSED AND ADOPTED THIS 13TH DAY OF DECEMBER, 2022.
ATTEST:
Deputy Cler
BOARD OF COUNTY COMMISSIONERS
ST. LUCIE COUNTY, FLORIDA
I
APPROVED AS TO LEGAL FORM AND
CORRECTN
County Attorn
I
EXHIBIT A
Interlocal Agreement
Exhibit A
This instrument was prepared by or under the
supervision of (and after recording should be returned to):
Joseph B. Stanton, Esq.
Broad and Cassel
390 N. Orange Ave.
Suite 1400
Orlando, Florida 32801
JOSEPH E. SMITH, CLERK OF THE CIRCUIT COURT
SAINT LUCIE COUNTY
FILE 8 3421287 12/15/2009 at 10:48 AM
OR BOOK 3153 PAGE 2259 - 2263 Doc Type: AGR
RECORDING: $44.00
(Space reserved for Clerk of Court)
INTERLOCAL AGREEMENT
THIS INTERLOCAL AGREEMENT ("Agreement") dated this 27th day of November,
2007, is made by and between ST. LUCIE COUNTY, FLORIDA (the "County") and the
FLORIDA DEVELOPMENT FINANCE CORPORATION (the "FDFC").
WHEREAS, the Legislature of the State of Florida (the "Legislature") adopted the Florida
Development Finance Corporation Act of 1993 (the "Act"); and
WHEREAS, the Legislature determined that it was necessary, in order to achieve the
purposes of the Act, as amended, to create a special development finance authority to cooperate and
act in conjunction with public agencies of Florida's state and local governments through interlocal
agreements pursuant to the Florida Interlocal Cooperation Act of 1969, as amended (the "Interlocal
Act"), in the promotion and advancement of projects related to economic development throughout
the State of Florida (the "State"); and
WHEREAS, the County and the FDFC wish to achieve the purposes set forth in Section
288.9602, Florida Statutes; and
WHEREAS, pursuant to the Act the FDFC was created, with the power to function for any
purposes of the Act within the corporate limits of any public agency once it has entered into an
interlocal agreement with that public agency; and
WHEREAS, the County desires to enter into an interlocal agreement with the FDFC to
allow the FDFC to act within the corporate limits of the County.
NOW, THEREFORE, the County and the FDFC agree as follows:
Section 1. Authorization to Act
The County and the FDFC agree that the FDFC will have the full right, power and authority
to exercise all powers set forth in the Act within the County's corporate limits; provided, however,
that the Board of County Commissioners of St. Lucie County reserves the right to consent to each
project to be financed within the jurisdictional limits of the County, and to adopt and amend policies
applicable to obtaining the consent required herein. The County hereby consents to the issuance by
ORL1 \PFCR955838.1
39753/0002 AS — 11/7/2007 1:45 PM
FDFC of its Enterprise Bond Program Industrial Development Revenue Bonds (the "Bonds")
pursuant to this Interlocal Agreement for the purpose of financing or refinancing the cost of
acquiring, constructing, renovating, rehabilitating and improving leasehold improvements to certain
airport facilities, including but not limited to such facilities leased by Volo Holdings Fort Pierce
LLC from the County and located at 2982 Curtis King Boulevard, Fort Pierce, Florida.
Section 2. Costs and Indebtedness
The FDFC will be solely responsible for all indebtedness, liabilities, costs or expenses of the
FDFC as permitted pursuant to the Act. The County will not be responsible for any indebtedness,
liabilities, costs or expenses of the FDFC.
Bonds, notes or other indebtedness issued by FDFC:
a. will not constitute and will not be construed as a debt, liability, or obligation of
the County, the State or any subdivision thereof,
b. will not constitute and will not be construed as a pledge of the faith and credit or
any taxing power of the County or the State or any subdivision thereof, and
C. will be limited obligations of the FDFC payable solely from and secured by a
pledge of payments made by the FDFC and other funds provided therefore;
d. will not reference in any context, except for geographic purposes, the political
subdivision of the State known as St. Lucie County on or within said bond, note
or other form of indebtedness.
Section 3. Notification to County
The FDFC shall notify the County Administrator and the County Economic Development
Council within twenty (20) days of receipt of an application for financing pursuant to the Act for
projects located in the County.
Section 4. FDFC Operations
The FDFC will be responsible for administering its own affairs pursuant to the Act and
this Agreement and will not be required to obtain any further approval, consent or authorization
from the County, except as the Act or any other provision of applicable law or this Agreement
may provide.
Section 5. Effective Date of Agreement
This Agreement is effective upon being filed with the Clerk of the Circuit Court of
St. Lucie County, as required by law.
2
Section 6. Duration of Agreement
The term of this Agreement will be for a one year period and shall automatically be
renewed each year for an additional one year period unless the County or the FDFC provide
written notice to the other party that the party wishes to terminate this Agreement. If that notice
has been provided, this Agreement will terminate on or before sixty (60) days from the receipt of
the notice. Such termination shall not affect any Bonds, notes or other indebtedness issued by
FDFC pursuant to this Agreement prior to the effective date of any termination of this
Agreement.
Section 7. Severability
If any one or more of the sections of this Agreement are held to be contrary to any express
provision of law or contrary to any policy of express law, although not expressly prohibited,
contrary to any express provision or provision of public policy or for any reason held invalid, then
those sections will be null and void and will be deemed separate from any other sections of this
Agreement.
Section 8. Counterparts
This Agreement may be executed in any number of counterparts, each of which, when so
executed and delivered, shall be an original; but such counterparts shall together constitute but one
and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the County and the FDFC have caused this Agreement to be
executed by their duly authorized representatives.
[Signatures continue next page]
FLORIDA DEVELOPMENT FINANCE
CORPORATION
By: "—JC)r —�77
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STATE OF FLORIDA
COUNTY OF
SWORN TO AND SUBSCRIBED before me this 1 �L day ofCe�n er , 20 0 `1
by '�5,�14on _I �) ookrd ckC'ccLV-1-Dr. Cf-a-
who is personally known to me /
who produced F 6rn Ja Ir r as identification.
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(Print Name of Notary Public)
Commission Expires:
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ATTEST:
Clerk of the
STATE OF FL-
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ST. LUCIE COUNTY, FLORIDA
By:
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SWORN TO AND SUBSCRIBED before me this dl
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who is personally known to me or
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as identification.
Signature of Notary Public
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Commission Expires:
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5
EXHIBIT B
Indemnification Certificate
DocuSign Envelope ID: D19D2DB5-018B-4C7B-B512-68DC12E870B4
EXHIBIT B
INDEMNIFICATION CERTIFICATE
The undersigned hereby certifies that he or she is authorized to execute and deliver this
Indemnification Certificate and further represents, in the name of and on behalf of Treasure
Coast Food Bank, Inc., a Florida not for profit corporation (the "Indemnitor"), the following:
(1) At the request of the Indemnitor, the Florida Development Finance Corporation
(the "Issuer") proposes to issue its Industrial Development Revenue and Revenue Refunding
Bonds, in one or more series of tax-exempt qualified 501(c)(3) bonds or taxable bonds, in an
aggregate principal amount not to exceed $30,000,000 (collectively, the "Bonds") in order to (i)
refinance not to exceed $3,000,000 of existing debt used to finance (a) an approximately 35,000
square foot facility for the storage, repackaging, and distribution of donated food items, located
at 401 Angle Road, Fort Pierce, Florida, 34947; and (b) an approximately 10,000 square feet
facility for a food production kitchen, located at 3051 Industrial 25th Street, Fort Pierce, Florida
34946; (ii) finance the acquisition, construction and/or equipping of an approximately 100,000
square foot facility for the purpose of receiving, storing, repackaging, and distributing donated
food items, located on an approximately 11.2 acre parcel of land consisting of Parcels D and E
within the Orange 95 Commerce Center, located at approximately the intersection of Floyd
Johnson Road and Jenkins Road in unincorporated St. Lucie County, Florida 34947 (collectively,
the "Project"), (iii) fund any necessary reserves, and (iv) pay certain costs of issuance related to
the Bonds.
(2) The issuance of the Bonds to finance the Project: (a) is appropriate to the needs
and circumstances of, and will make a significant contribution to the economic growth of the
community in which it is located, (b) will provide or preserve gainful employment, and (c) will
promote commerce and economic development within the State of Florida (the "State");
(3) St. Lucie County, Florida (the "County") will continue to be able to cope
satisfactorily with the impact of the Project 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 operation, repair, and maintenance of the Project and on account of any increases in
population or other circumstances resulting therefrom;
(4) The Indemnitor has requested the Board of County Commissioners (the "Board")
of the County approve the issuance of the Bonds by the Issuer for purposes of complying with
federal tax law and Section 163.01, Florida Statutes, as amended; and
(6) The County desires indemnification from the Indemnitor as a material inducement
to the Board granting the foregoing approval.
NOW THEREFORE, THE UNDERSIGNED, ON BEHALF OF THE INDEMNITOR, DOES HEREBY:
Agree to defend the County and its officials, employees, attorneys and agents and the members
of the Board, and hold the County and its officials, employees, attorneys and agents and the
DocuSign Envelope ID: D19D2DB5-018B-4C7B-B512-68DC12E870B4
members of the Board, harmless against any and all claims, losses, liabilities or damages to
property or any injury or death of any person or persons occurring in connection with the
issuance of the Bonds or the acquisition, development, construction, rehabilitation, ownership
or operation of the Project by or on behalf of the Indemnitor, including in the case of any and all
negligence of such indemnitee, or in any way growing out of or resulting from the Project or from
the issuance, sale or delivery of the Bonds, including, but not limited to, liabilities or costs arising
under the Internal Revenue Code of 1986, as amended, the Securities Act of 1933, the Securities
Exchange Act of 1934 or any applicable securities law of the State, including, without limitation,
all costs and expenses of the County, including reasonable attorneys' fees, incurred in connection
therewith.
IN WITNESS WHEREOF the Indemnitor has executed this Indemnification Certificate this
29 day of 11/29/2022oQ�3 PM EST
LLL
TREASURE COAST FOOD BANK, INC.
Docu'S/Iignedd by:,
By: ,�D�i� b"��- ,
Name:7udith Cruz
Title: President & CEO