Okaloosa County BOCC — July 7, 2015 — Amendment to Interlocal Agreement — reading text

AMENDMENT TO INTERLOCAL AGREEMENT THIS AMENDMENT TO INTERLOCAL AGREEMENT (this "Amendment”) is made and entered into as of July 1, 2015 by and between the TOWN OF SHALIMAR, a municipal corporation of the State of Flouch (hereinafter referred to as the "Issuer") and OKALOOSA COUNTY, FLORIDA, a political subdivision of the State of Florida (hereinafter referred to as the "Local Agency"). WITNESSETH: WHEREAS, the parties hereto previously entered into that certain Interlocal Agreement dated as of December 1, 2007 (the "Interlocal Agreement"); and WHEREAS, capitalized terms not otherwise defined herein shall have the meanings assigned in the Tnterlocal Agreement; and WHEREAS, the Interlocal Agreement provided, among other things, the Local Agency's authorization for the Issuer to issue the Bonds for purposes of lending the proceeds thereof to the Local Participant to finance the Local Project; and WHEREAS, the Issuer issued such Bonds on December 27, 2007 and loaned the proceeds thereof to the Local Participant pursuant to that certain Loan Agreement dated as of December 1, 2007 (the "Loan Agreement"), all as contemplated by the Interlocal Agreement; and WHEREAS, since that time, the Local Project has been completed and the Issuer and Local Participant have performed their respective obligations under the Loan Agreement and Bonds without default; and WHEREAS, the Issuer and Local Participant are considering the issuance of revenue bonds (the "Refunding Bonds"), the proceeds of which would be used to refund the Bonds and therefore the costs associated with the Local Project in order to obtain substantial cost savings, and to finance the cost of reliabilitating some or aH of the multifamily residential rental faeilities comprising the Local Project; and WHEREAS, the parties hereto wish to execute this Amendment to the Interlocal Agreement in order to (i) set forth the Local Agency's authorization for issmanee of Refunding Bonds by the Issuer, (ii) provide that the terms and conditions set forth in the Interlocal Agreement shall likewise apply to issuance of Refunding Bonds, and {iii) amend the Plan of Finance related to the Local Project set forth it Exhibit "A" of the Interlocal Agreement to provide for extending the maturity of the Bonds without written approval of the Local Agency. NOW, THEREFORE, the parties agree as follows: Section 1. Authority for Issuance of Refunding Bonds. The Local Agency hereby authorizes the Issuer to issue the Refunding Bonds in order to (i) provide for the refunding of the Bonds and the costs associated with the Local Project, and (ii) to finance the rehabilitation of some or all of the multifamily residential rental facilities comprising the Local Project, The Tssuer shall assume full responsibility for ensuring that any such issuance complies with the requirements of the Code. Section 2. Amendment of Interlocal Agreement. (A) The Interlocal Agreement is hereby amended to include a new Section 8 as follows: "Section 8. Refunding Bonds. The Issuer shall have the authority to issue refunding revenue bonds from time to time for purposes of refunding the costs associated with the Local Project in order to achieve cost savings. The Issuer shall assume full responsibility for ensuring that any such refunding complies with the requirements of the Code. The term "Bonds" as used hereunder shall include any refunding bonds issued to refund the costs associated with the Local Project. (B) Exhibit "A" of the Interlocal Agreement is hereby amended and restated in its entirety by Exhibit "A" attached hereto. Section 3. Ratification and Confirmation of Interlocal Apgreement. The Interlocal Agreement, as amended hereunder, is hereby ratified and confirmed. IN WITNESS WHEREOF, the parties hereto have caused their names to be affixed hereto by the property officers thereof as of the 1st day of July, 2015. THE TOWN OF SHALIMAR, FLORIDA OKALOOSA COUNTY, FLORIDA ) aybr Chair ATTEST: ATTEST: /Town Managel Deputy Clerk (TOWN SEAL) (COUNTY SEAL) EXHIBIT "A" Exhibit "A" of the Interlocal Agreement is amended and restated in its entirety as follows, with additional text indicated by underline and deleted text indicated by strikethrough: PLAN OF FINANCE The Plan of Finance as it relates to the Local Project will invelve the acquisition and rehabilitation of the various facilities comprising the Local Project. The Local Project was originally acquired by Emerald Coast Housing Corporation, a corporation not-for-profit organized aid existing under the laws of the State of Florida ("Emerald") through the issuance of its revenue bonds on behalf of the Local Agency (the "Emerald Bonds"), The Local Agency will exercise its option to purchase the Local Project and thereafter sell the Local Project to the Local Participant pursuant fo the provisions of that certain Trust Indenture, dated as of October 19, 1995, between Emerald and Bank of Oklahoma, N.A., successors to South Trust Bank (the "Indenture"). Local Participant will agree: ; tte-extend-the-maturity-ofthe Bonds without-the-written-approval-of-the-beo eal Ageneyrond H. L To indemnify and hold harmless the Local Agency pursuant to written agreement acceptable ta the Local Agency; and L II. To pay Issuer, any other municipality within the County, and Local Agency property taxes on the properties comprising the Local Project in the form of a payment in lieu of taxes for a period of time continuing as long as the Local Participant, its successors and assigns owns the Project.