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HomeMy WebLinkAbout25-172 RESOLUTION NO. 25-172 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 SOLID WASTE DISPOSAL REVENUE BONDS ON BEHALF OF WASTE PRO USA, INC. IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $6,000,000; 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 VIII, 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, Waste Pro USA, Inc., on behalf of itself and one or more of its affiliates (collectively, the "Borrower") has requested the issuance of the Issuer's Solid Waste Disposal Revenue Bonds (Waste Pro USA, Inc. Project) from time to time, in one or more tax-exempt or taxable series (the"Bonds"), to provide financing for the acquisition, construction and equipping of solid waste disposal facilities located throughout the State of Florida and used in connection with the disposal, conversion, or reclamation of solid waste(collectively, the"Project"); and WHEREAS, the Project will be financed as part of an ongoing plan of financing for eligible capital projects to be used as solid waste facilities including, but not limited to, the Borrower's facilities located in the County, at 4100 Prosperity Drive, Fort Pierce, Florida 34981 and 4100 Selvitz Road, Fort Pierce, Florida 34981 (the"St. Lucie County Facilities"); and WHEREAS, the Borrower anticipates that a portion of the Bond proceeds in an amount not to exceed $6,000,000 will be utilized to finance or refinance improvements to the St. Lucie County Facilities which improvements include,but are not limited to,the purchase of new(and/or repairs or improvements to existing) collection vehicles, solid waste collection containers and compactors, and other related machinery, equipment, land, buildings, and property used for the collection, storage,treatment,utilization, processing, or final disposal of solid waste; and WHEREAS, as a result of the Borrower's request and in light of the 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. In addition, the Issuer may issue additional bonds in the future for the purpose of refinancing the Bonds,at such time as the Issuer may determine in its discretion,throughout the period the Bonds remain outstanding. 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 or the St. Lucie County Facilities, (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 St. Lucie County Facilities or 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 5. Effective Date. This resolution shall take effect immediately upon its adoption. After motion and second, the vote on Resolution 2025-172 was as follows: Chair Jamie Fowler AYE Vice-Chair Larry Leet AYE Commissioner James Clasby AYE Commissioner Erin Lowry AYE Commissioner Cathy Townsend AYE PASSED AND ADOPTED THIS 2ND DAY OF SEPTEMBER 2025. ATTEST: BOARD OF COUNTY COMMISSIONERS ST.LUCIE COUNTY,FLORIDA . .r/-Cl 1( BY: Deputy Clerk A GOMM/s hair sD (Seal) C , o r % PPROVED AS TO LEGAL FORM AND *0 .� ORRECTNESS: `G • %couwrcs ' County Attorney 3 EXHIBIT A Interlocal Agreement JOSEPH E.SMITH,CLERK OF THE CIRCUIT COURT SAINT LUCIE COUNTY St This instrument was prepared by or under the OR 31 AGE 2259 t 2263 Doc Type:AGR supervision of(and after recording should be returned to): RECORDING: 544.00 Joseph B. Stanton, Esq. Broad and Cassel 390 N. Orange Ave. Suite 1400 (Space reserved for Clerk of Court) Orlando,Florida 32801 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 OR.11PFCP1955838.1 39753/0002 AS mm 1117/20071:45 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] 3 FLORIDA DEVELOPMENT FINANCE CORPORATION By: �� Its: 01,,:QC �d� �f'= or STATE OF FL RIDA COUNTY OF r rt, 14s SWORN TOA�1D SUBSCRIBED before me this ( day of ''Cern b r , 200 r by �e. to n Woodard) ecc v-e br fc r,r who is personally known to me os / ✓ who produced �=Ar. o� rr✓-er (,G�nS {- as identification. Si tune of Notary P lic e 4 4(-P' J 3d/.4.//7 (Print Name of Notary Public) Commission Expires: Commission# , ,I GENNIVES BROWN • `r= Notwy Pubic•Stale ofFlorida • • •giAy Commission Expires Feb 23.2011 ? ��d Commission I DO 608113 r [Signatures continue next page] "' Bonded T11O1D^National NobryAwn 4 ORL1WFCP1955838.1 39753/0032 AS rm 11f712007VAS PM ST. LUCIE COUNTY,FLORIDA By: 1�J ts: Chairman ATTEST: • ' w `4. Eon AS TO FOht� AECTNE8S: • Clerk of the ircuit C ,,.:...... V1 hatr- STATE OF FL9XPA COUNTY OF Ate/- SWORN TO AND SUBSCRIBED before me this aT day of NOJ t_ 20 07 by PAuLA A . (ewtS / who is personally known to me or Who produced • as identification. 0,0"`. <. Carol A. Bishop Signature of Notary Public :Commission#DD323640 ,n."sx Expires. Pi mM2Vy 26, 2008e1O19 (Print Name of Notary Public) Commission Expires: Commission# • ORL1 PFCP1955838.1 39753/0002 AS mm 11/72007 1:45 PM EXHIBIT B Indemnification Certificate 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 Waste Pro USA, Inc. (the "Indemnitor"), the following: (1) At the request of the Indemnitor, the Florida Development Finance Corporation (the "Issuer") proposes to issue its tax-exempt revenue bonds in an aggregate principal amount not to exceed $362,500,000, from time to time and in one or more tax-exempt or taxable series (collectively, the "Bonds"), a maximum of$6,000,000 of the proceeds of which are to be used to finance or refinance all or a portion of the cost of various capital improvements (including reimbursement in full for all advances and payments made by the Indemnitor prior to the delivery of the Bonds)to the Indemnitor's solid waste facilities located at 4100 Prosperity Drive in Fort Pierce, Florida 34981 and 4100 Selvitz Road, Fort Pierce, Florida 34981, including but not limited to, the purchase of new (and/or repairs or improvements to existing) collection vehicles, solid waste collection containers and compactors, and other related machinery, equipment, land, buildings,and property used for the collection,storage,treatment,utilization,processing, or final disposal of solid waste; (collectively, the "Project"); (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 members of the Board, harmless against any and all claims, losses, liabilities or damages to 4904 2717-2696 v.1 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 WIT ESS WHEREOF, the Indemnitor has executed this Indemnification Certificate this + day ofUU S'1" , 2025. WASTE PRO USA, INC. By: Name: Cott Sib;ha. Title: CfO 4904-2717-2696 v 1