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Resolution 1991-185 nBRtJARY19, 1991 RESOLUTION 91-185 A R~SOt'CJ'1'ION 01' '1'HB BOARD 01' COUNTY COKKISS%ONBR8 01' COLLIBR COUNTY, I'LORIDA, APPROVING 'l'HB I'ORK 01' AN INTIRLOCAL AORBBHINT CRBA'1'ING 'l'HB J'LORIDA LOCAL OOVBRNHBN'l' I'INANCB COHMISSION; APPOINTING RBPRISBN'l'A'1'IVIS '1'0 SOCH COHMISSION; AND PROVIDING AN BJ'J'BC'1'IVB DATB. .. 1'1 RBSOLVBD BY 'l'HBBOARDOr, COUNTY COKKISSION!:RS'OI'COtLIER ~,'6i>>COlJ'l'.rY, ",ORIDA, AS I'OLLOWS: '::';:~~:':,..'" 'L, SBC'l'IOH 1. AU'l'KORI'1'Y rOR '1'llB RBSOLO'1'ION. This Resolution ,~f.,ls, adopted pursuant to the provisions of Chapter 125, Florida ,( statutes, Chapter 163, Part I, Florida statutes, and other ,>>.,applicable provisions of law. ,," ,',' ,SBC'l'ION 2. I'INnING8. The Board of County Commissioners INN>Cthe<"Board") of Collier County, Florida (the "County"), does .:"hereby find and determine t.l:1at: (A) The County is empowered under the provisions ofCbapter 163, Part I, Florida statutes (the "Act"), ,to enter into interlocal agreements with other public agencies to jointly exercise any power, privilege or authority which such agencies share in common and which each might exercise separately. (B) The County deems it necessary, desirable and in tbe best interest of the County that a legal entity be created, by gertain public agencies of the state of Florida, inCluding the County, to '.,,' tssue Obligations denominated as commercial paper notes for the 'p'W:'pose of, financing or r~lfinancing capital projects and other 90vernmental needs permittrad by the Act for participating pUblic " ,agencies. (C) The Florida Loca:t Government Finance Commission created by the terms of the Inter local Agreement hereinafter referred to is to enable pUblic aqencies to (1) finance or refinance capj.tal projects and other governmental needs permitted by ,the Act at interest rates lower than is otherwise available to, such public agencies and (2) benefit from the economies c)f s9ale associated with a common financing which may otherwiso!l! be unrealized if separate financings were undertaken. . 8~C'l'IOH 3." APPROVAL OJ' INTBRLOCAL AO:RBBHEN'l'. The form, terms and provisions of the :[nterlocal Agreemen't, submitted to this meeting and attached hereto as Exhibit A (the "Interlocal Agreement") be and the samE) hereby are approved. The Chairman of tbeBoardand glerk of the Boar,dare hereby authorized and directed t9, execute' and deliver said Interlocal ,Agreement . in tbe '. name. and on behalf of the County ,with such changes", amendments, mocUfications, omissions and, additions as approved by the Chairman. "Execution ,by said Chairman shall be deemed to be conclusive ,evidence of approval of such changes. II,OOOPAGE 3S I'IBRUARY 19, 1991 '8IC'1'IOR 4. APPOIN'l'KBNT OJ' COHHI88ION REPRBSBN'l'A'1'IVES. ,'Ronald McLemore and John Yonkosky are hereby appointed as a <,'Representatives to the Florida Local Government Finance Commission, ':allwithin the meaning and intent of the Interlocal Agreement. SBCTION 5. GBNBRAL AUTHORITY. The ~embers of the Board 'anet the Officers, attorneysanet other agents or employees of the County are hereby authorizeet to do all acts anet things required of them by this Resolution and ,the Interlocal Agreement, or desirable . or ,consistent with the requirements hereof or thereof for the, full, punctual and complete performance of all the terms, covenants and agreements contained herein orin the, Interlocal Agreement, and each member, employee, attorney and officer of the County and the Clerk is hereby authorized, and directe,d to execute and deliver any H alld ,all papers and instruments and to be and caUse to be done anY "and all acts and things nec.assary or proper ,fOr carrying, out the t.,) transactions contemplated hereunder and under the Interlocal 'i,'i;;':Agt'eement. <"i'" 8ECTION'. SBVERADtLI'1'Y AND INVALID PROVISIONS. If any '/i,one or more of the covenants, agreements' or provisions herein ".contained shall be held . contrary to any exPress provision Of, law :,' pr contrary to the policy of exPress law, though, not 'exPrCilssly prohibited or against pUblic ,polj,cy,or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Interlocal Agreement. 8BCl'ZOH 7. BJ'J'BC'1'IVB DA'1'B. '1'hisResolution shall become eftective immediately upon :lts adoption. , DULY ADOPT~ this. A!~l.day Qf :::~~:9;~IDA ~y, ~Uw,~iS Cba~n,~Qa~dO# cou:r Commissioners ,., A . ,1~ 2 - nnn tl~r.r ~Ul rBBROARY 19, 1991 EXHIBIT A INTERLOCAL AGREEMENT hIS IN'l'mOCAL AGREEXh'l', dated as of ,1991 '(the "Agreement"), entered into by and among a limited number Of ..',.'local governmental units executing this Agreement, each one constituting a county or municipal corporation located in the State ot Florida, and constitutinq a "public aqency" under Part I of Chapter 163, Florida Statutes (the "Commission Members"), which shall initially be Brevard County, Florida, Collier County, Florida "and Sarasota County, Florida as evidenced by the signatures of their authorized representatives; W I ~ N BS SET H: i',> WJlIRDS, each of the Commission Members have the power to "';';&;., borrow funds, contract loans and issue obliqations for pUblic L!::'::'~purposes pursuant to Section 125.01, Florida Statutes (in the case ' i:'.,)ot counties), Section 166.021, Florida Statutes (in the case of :i'~;(1:municipal corporations) and Part I of Chapter 163, Florida S,tatutes " " (collectively, the "Act"); and WBIRDS, Part I of Chapter 163, Florida Statutes (the "Interlocal Act"), permits the Commission Members, as public agencies under the Interlocal Act, to enter into interlocal agreements with each other to jointly exercise any power, privileqe or authority which such CClmmission Members share in common and which'each might exercise separately, permittinq the Commission Me~ers to make the most etficient use of their power by enablinq ,'them to cooperate on a tillSis of mutual advantaqe and thereby provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with qeoqraphic, economic, population and other factors influencinq the needs and development of such Commission Members; and ',' WBERBAS, Section 163.01 (7) (d), Florida statutes, authorizes "the Commission Members, pursuant to an inter local agreement ,to v, ,c,reate a separate leqal entity to exercise the common power of the , Commission Members to is::\ue obliqations for the purposes af tinancing the cost of financing or refinancinq capital projects · '.pursuant to the Interlocal Act; and WBaRDa, Brevard County, Florida, Collier County, Florida and ' Sarasota county, Florida, pursuant to resolutions adopted on ',', , " , and , County, respectively, "'):;,:.(collectively, the "Resolutions"), have determined that there is 'di}'a<substantial need to create such a leqal entity to issue )~~liqations in the form of commercial paper notes to ,provide loans A-1 II,' OOOPAGE40 ',.,1.:' PlBROARY 19, 1991 .1, ,. 'I"'-';~ '. ir;'," ;' ;i"pUblic agencies" Cas defined in Part I of Chapter 163, Plorida statutes), including the Commission Members, ,to finance or >refinance capital projects within said pUblic aqency and to finance such other governmental needs as may be permitted by the Act; .OW, 'l'BBRBFORB, in consideration of the mutual covenants herein, it is mutually agreed and understood by and among the Commission Members that now or, may hereafter execute, this Agreement, that the "Florida LooalGovernment Finanoe Commission", a legal entity and pUblic body corporate and politic ,and a Unit of ". local government for all of theprivileqes, benefits, power and " terms of the Aot (the "Commission"), is hereby created and charged with the structuring, administration and exeoution of the " hereinafter described Program as follows: ARTICLB I J>EFINITIONS , '!'he following definitions shall govern the interpretation of ~is Agreement: ",', " ,',' "Act", shall mean, COllectively, Section 125.01, Florida t'?,{\statutes (in the Oase of oounties), Seotion 166.021, Florida ',' statutes (in the case of munioipal corporations), the Interlooal Act, and other applioable provisions of law. "Ac!JIlinistrator" means the Florida Association of counties, Inc., a Florida nonprofit corporation, or Buoh other program administrator selected by tne Commission in accordance with the Indenture to administer the making, originating and administration of the Loans or any portion thereof and to aot as the Commission's ag.nt as set forth in a Prc9X'am Administration Agreement between the Commission and the Administrator. ClAqr....nt.. shall mean this lnterlooal Agreement, inclUding any amendments or suppletnents hereto, exeouted and delivered in aocordance with the terms hereof. "Commission" shall mean the Florida Local Government Finance Comm;ssion, aleqal entity nnd a public body corporate and politio created p~suant to the prl)'1isions of this Agreement and the Act. "Coaission Kember" 0:.':' "Coaissioll Kembers" shall mean the ".member or members of, the C()mmission, as shall be provided in the Agreement.' The Commission Members shall initially be Brevard County ,Florida, Collier County, Florida and Sarasota County, .' 1'10rida. "Ind.ntur." shall 1Ilean a certain Indenture of Trust to be into by and between the Commission and the Trustee, A-2 III OOOPACt '41 nBRttAR~ 19,1991 n:aiucUng any amendments or supplements therfjlto executed and .selivered in accordance with the terms thereof. The Indenture IIll&11 ,be in such form and contain such provisions, covenants, representations and restrictions as shall hereafter be approved by eeomiaalon. ,;;;."Int.1>local Act.. shall mean Part I of Chapter 163, Florida tatutes. ;~:~.;?> '':'\'' " , "LooI. means an amount equal to the outstanding obligation ,,';~:under a partiCUlar Loan Agreement. "Loan Agr....nt.. or "LOan Agr.ement... shall mean the loan :.,iaqreements, including the eXhibits attached , thereto, which the ..;: PUb1icAgency, ahall .xecute prior to participating in the Program, r',,>which Loan Agreement shall be in the form prescribed by the "';,:, Commission. ;f, -.~ "eJ)\j'/'n.ot.... shall mean tho Commercial Paper ~Totes issued by the ,>i'~,commission pursuant to Section 4.01 of this Agreement, the proceeds '1(\': trom the sale of which shall be deposited and disbursed pursuant ',to the terms of the Program Documents. , , ,nproqraa" shall mean the Pooled Commercial Paper Loan Program 'ot,the Commission created and structured pursuant to the ,terms and 'conCii tions of, this Aqreement and the Program Documents. "prograa Docum.nt... shall mean, collectively, the Indenture, the Loan Agreement, the reimbursement agreement or agreements with the credit enhancer tor the Notes, and such other agreements, opinions of counsel and ceri~iticates as the Commission shall deem " appropriate. A-3 , II 000 PAGE 42 ',,;'~:'>>.' , nSRUARY 19, 1991 ,,~'jJiJ,.n.v.r any word. .". used in this ~g;"."'ent in th" lDl\seuUn. . ,.enc1er, they shall be construed as thouqh they were also use,d in <0'r,i;('the feminine or neuter qender in all situations where they would .0 apply, and whenever any words are used in this Aqreement in the .ingular form, they shall be construed as thouqh they were also u.ed in the plural form in all situations where they would so a lYe \~'/ AR'1'ICLB II 'l'HB COMMISSION 8aCTION 2.01. CRU'1'IO". The Commission Members hereby create the "Florida Local Government Finance Commission", a leqalentity ',and a PUblic body COrpor2l'te and pOlitic and a unit Of local .' government for all of the p:r'ivileqes, benefits, power and terms of the Act. 8BCTION 2.02. PORPOSB. The purpose of the Commission is to ",',,' enable the Public Aqencies to Ca) finance or !:efinance capital \. ,projects and other qovernmental needs permitted by the Act at the ,,\;~<'. ' . lowest interest cost possible and Cb) benefit from the economies ::~!{.:: ot .cale associated with larqe scale financings which may otherwise ,~~r;;,::, be unrealized if separate financinqs were undertaken. I~t,~.' ; ;~'j'.., saCTION 2.03. POWbs. Ca) The Commission is authorized for ;1~t~A. =:vff::::~ ::n.C;Ar:.in:",,":; = ~='}~:X~~istn a;o~~~~~ ~. '.' ,.with the authorization, iss~i.ance and sale of the Notes pursuant to ~*i: . ,.,~~. ~~d S:~:"""~~:/':i~~~~':c::t a~. ~:.~~~~~~d ~~~e:::;ow~~ incidental to the performance of its duties and the execution Of its duties under this Aqreement, to employ consultants, advisors, experts, attorneys and such other employees and aqents as may, in the jUdgment of the Commission, be necessary, and to fix their compensation; to sue or be sued,in its own name; ,to receive and accept any aid or contributions from any source of money, property, ',labor or other thinqs of value; to adopt a seal; and to adopt a .iplace ot its official meetinqs. . (b) No enumeration of powers herein shall be deemed exclusiVe ;;:)\ or restrictive, but shall be deemed to incorporate all implied \,,(p()Wers necessary or inciden t to carryinq out the purposes of the ;."",,:commi.sion. ".'t;,c. ~;;;':"';:~:..:', :~\ ,>'. /',,\iiJ., ,,8aCTION 2.04.KEHDBR8BIP. 'l'he couission Members shall .. ,cc:)nsist at those Public Aqencies which have been established as ".:Phi.pursuant to Article III hereof. ,.~ ..\ '., . . ,. '. ' A-4 II 000 PAGE 43 I'BBRt1ARY 3:9, 1991 u 'IOTION 2.05. DtmA'1'ION or COMMISSION. The Commission shall ,existsolonq as any Notes of the Commission or obliqations.Pf any ::participatinq Public Agency under ,the Program remain outstanding. f~pon termination, all assets of the Commission shall be allocated 'among the Public Agencies in accordance with the terms of the ~~am Documents. AR'1'ICLB III KBIGIRSHIP.AHD RBPR~SBN'1'A'1'ION 'BOTIOH 3.01. MmlDBRSB%P. (a) Membership in the commissipn '.,'.hall consist of those Public Agencies selected pursuant to this ',., ~icle. ",;,Y<.Cb) The initial Commission Members shall consist of: Brevard :County,Florida, Collier County, Florida and Sarasota County, ,~lorida . ,", '.". (e) '1'0 the extent permitted by the Interlocal Act, the .'if;::;:CC)mmission may admit any Public Agency to membership upon ;';",('application of such Publio Aqenay and the affirmative vote of two" ' :, thirds (2/3) of the Representatives at a duly called meeting of the :' >", C()JlIJIlission. 'J",': ' Cd) As a preoondition to membership in the Commission, each .Coladssion Kember shall oonstitute a Publio Aqeney, and shall 'i,"';J;,'d81iver a duly authorize,;S, and executed oounterpart to this :A;i:::j;~nterlocal Aqreement. ~:':)::;1 :";;/";;r: ,:';'. " 8BCT:rOH 3.02. RBPRBSliU'1'ATIOH. (a) EaohCommissiotl Member shall appoint one or more l~opresentatives to act on its behalf on the Commission. (b) The ~epresentative or Representatives of each Commission , ." Kember shall have an aggreqate of one (1) vote on the Commission. ':;, If a Commission Member has more than one R.apresentative ata lIeating of the Commission, all Representatives of a Commission K.mber must vote in a like manner or the vote of suohCommission ' M~r sball, not be oounte<'-. <"", (c) %n the, event all ,)f the Representatives of a Commission ,{i<:, Jfember shall resiqn or be removed, such, Commissi(m Member shall ;;'4#.!;'i:appoint anew Representativ,el or Representatives within thirty (30) :~'~ay. . ;:::';i;ij;/:: . . Y'i' '.'.. Cd), Eaoh Commission Member, in its sole disoretion, may : ',taJDove its Representative or Representatives at, any time and may ,ppoint anew Representative or Representatives to the commission. A-S III 000 PAGr 44 J'lSRUARY 19, 1991 The initial Representative or Representatives of each Member are as follows: \';:'-<; 'i~'\8J1C'1'IOH 3.03. ACTIOH. (a) The affairs, actions and duties O(;ftheCo1DDliss!on shall be undertaken at a dUly called JIIeetinq p'~.uant to Section 3.09 hereof. 'tf<,;~':'~:,~,. . ,,;0",:" ',(b) At any meetinq of the Commission at which any official {.j,taction is to be taken, Representatives from a majority of the ' Commission Members shall constitute a quorum; and a majority vote n,:, of the, Commission Members present shall be the act of the " "',,', Commission except as provided in Sections 3.01 (c), 3.10 (b) and 5.05 :~ereof . ':.'> (c) A certificate, resolution or instrument, siqned by the \;,i,Chairman, Vice-Chairman or such other desiqnltted person of the ''\i'' Commission as may be hereafter selected by the Commission shall be evidence of the action of the Commission and any such certificate, resolution or other instrument so siqned shall conclusi"ely be presumed to be authentic. Likewise, all facts and matters stated ,therein Shall conclusively be presumed to be true. ',',' SICTION 3.04. ,BLBCTION 01' OPPICERS; ELICTION OP EXECUTIVE :\).\DUlC'l'OR. (a) Once a year, and at such other time as may be t,.'.,necessary to fill a vacancy, at a meetinq of the Commission called ,,', for the purpose thereof, the Commission through its Representatives shall elect a Chairman, a Vlce-Chairman and Secretary-Treasurer to conduct the meetinqs of thc! Conunission and to perform such other functions as herein provid'#'d. Said Chairman, Vice-Chairman and Seeretary"Treasurer shall serve one (1) year terms unless they ,:.<,resign SOoner pursuant to :Section 3.06 hereof or are otherwise :.,,'iremoved pursuant to Section 3 .10 hereof. :>;/;:t}~~ Y'" .,:i'.N',,>.' (b) The Commission shall enter into a Program Administration ",:~l'.::':;Agreement with the Administrator with respect to administerinq and :,,',<aanaqinq the proqram. The Commission may also enter into such ' , other aqreements as may be necessary to establish and maintain the 0' Program, includinq, but not .limited to, emplc:>yinq bond counsel, employinq a dealer for marketinq the Notes, and obtaininq a credit 'enhancer for the Notes. , 8BC'l'IOH 3.05. AtJTHORI~~Y OP OI'I'ICBRS. (a) The Chairman and the Vice-Chairman shall tak(l such action and .siqnsuchdocuments, ,includinq the Pro,qram Documents, on behalf of the Commission and . in ,furtherance of the purposes of this Aqreement and theproqram as shall be approved by resolution of the Commission. . '" (b) The secretary-Treasurer, or his desiqnee, shall keEilP ':"'\':~~lJ,1utes of all meetinqs, proceedinqs and acts of the Conuniasion A-6 II 000 PAGE 45 < '(':':,' JIIBROARY 19, 1991 "t:;" ~'./'~.':\j" }'"'taU~h minutes need not be verbatim. Copies of all minutes of "the meetings of the Commis,sion shall be sent by the Secretary- ,<"Treasurer or a designee to all Representatives of the Commission. .i!Cn ,The Secretary-Treasurer may also attest the execution of documents. SIC'l'IOH 3.0'. RSSICNA'1'IOH. (a) Any Representative may resign trom all duties or responsibilities hereunder by giving at least seVen (7) days prior written notice sent by registered mail to the Chairman or vice-Chairman. Such notice shall state the date · said resignation Shall take effeetand such resignation shall take <etfect on such date. ", (b) Any Representative, upon leaving Office, shall forthwith tCiturn Over and deliver to the Chairman or Vice-Chairman any and all ,records, books, documents or other property in his possession or Under his control which belongs to the Commission and/or relates ;v"Z:,:to"the proqram. :,:-'\," SBC'l'ION 3. 07 · BUDS I:;' . The Commission may establiSh, from ~i" "time to time, reimbursement for necessary expenses incurred in ~.. accordance with the terms of this Agreement. SBC'l'IOH 3.08. LIABILITY., No Representatlve, agent, Officer, · official or employee of the Commission shall be liable for any action taken pursuant to this Agreement in good faith or for any omission, except qross negligence, or for any act of omission or commission by any other Representative, agent, Officer, official or employee of the CommiSSion. SBC'l'IOH 3.0t. dSTINGS. (a) ~heCommission Shall convene " at a meeting called by either a majority of the Commission Members, , or at the request of the Ch~irman. Meetings sha,llbe conducted at such locations as may be acceptable to the majority of the COJl1llission. The Chairman shall set forth the date, ,time, location and purpose of each meeting and notice thereot, unless otherwise waived, shall l:>e furnished to each Representative by the Secretary- Treasurer, or his designee, not less than seven (7) days prior to the date of such meeting. The Chairman may direct the Seoretary- Treasurer to send the prerequisite notice for any meeting of the Commission otherwise called in accordance u.tth t.he provisions ' .;'!, hereOf. :;:-l~::~;>;;.:;:,,'."'::~':' ';: ,~,;[;);"", ,(b) Within thirty (30) days of the creation ot the ;;~!;:;""c:ommission, the duly app'.)inted Representatives shall, hold an :c!!;,',N9rqanizational meeting in 'rampa, Florida to elect officers and ',":;({:perto:t1ll ,such other dutie,r, as shall be pl'ovided under this ;rAqteement. . . 81C'l'IOH 3.10 WI'l'HDRAWAL un RBKOVAL 01' C:OXKXSSIOlf MBKBBRS. Ca) Any Commission Member may.withdraw trom the commission , at. any time, if the following condit.ions are sat.isfied: (i) there shall l:>e.. at least three (3) Commission Members remaining in the A-7 III 000 PAGt 46 I'BBRt1ARY 19, 1991 ,_i..ion sUbsequent to withdrawal, and, (ii) a certified ",resoluticm from the Commission Member's governing body setting )'\~orth its intent to withdraw from the Program is presented to the 'Commission. Upon satisfaction of the above conditions, such withdrawal shall be effecti"e. ", (b) Any Commission Member may be removed upon the affirmative 'Vote of at least two-thirds (2/3) of the commission Members ata ~~ly called meeting of the Commission. UTICLB IV 'l'HB NOTBS 8aCTION 4.01. NOTBS. Pursuant to the provisions of the Interlocal Act, the Commismion may issue, frOm time to time, in various series, Notes to finance and refinance,Loans in accordance with the terms' of the Proql:am. Such Notes shall be issued upon such terms, containing such provisions, bearing interest at such ,',;lawful rate or rates, including variable rates, and supported by "(<i,such other documents as may hereafter be established by the ;':)';;'4 Commission. .fj/:.\;',..,\;~ , , SICTION 4.02. HOTBPROOBBDS. ~e proceeds from the issuance :{'t,<ofthe Notes shall be deposited and used for s,uch purposes and .",under such conditions as set forth herein and in the Program 'I,,;:,:., Doe::uments. ,>j'.'" 8BCTION 4.03. LIM%TBDOBLIGATIONS. Notwithstanding anything to the contrary herein or il' the Program Documents, the Notes shall not constitute "bonds" withln the meaning of Article VII, Section 12 of the Constitution, whlch must be approved at an election of th. qualified electors of the Couission Members., The Notes shall not constitute a g'eneral obligation of any of the Commission Members, the State of Florida ,or any ,Public Ag'ency thereof, or a lien upon any property owned by or situated within the territorial limits of any of the Commission Members, the State of Florida or any Public Agency thereof, except in each case to the extent otherwise specifically provided in a Loan Aqr~ement entered into by a Public Agency. The holders of the Notes shall not have the right to ,require or compel any exercise of the taxing power of any of ,the Commission Members. the State of Florida or any Public Ag'ency thereof to pay the p:rincipal of ,redemption premium, if any, and'interest on the Notes ~Ir to make any other payments provided for under the program Documonts, except in each case to the extent ""otherwise specifically provided in a Loan Aqreement entered into ;\,,):)y'a Public Agency. ",< ,8BCTION 4.04., VALIDA'1'ION. prior to their issuance, th,e Notes ':':may be validated in the manner provided in the Interlocal Act and 'Chapter 75, Florida Statutes. . .';:" ',J,f:';", A-a II OOOPAGt 47 JZBROARY 19, 1991 UTICLB V XISCBLIJ\HBOOS .1C'1'ION 5.01. DBLIGA'1'ION 0' DO'1'Y. Nothingconta.ined herein be deemed to authori.ze the delegation of the constitutional statutory duties of the state or the commission Members or any thereof. SIC'l'IO. 5.02. FILING. A copy of this Aqreement shall be record with the clerk of the circuit Court in each county a participating Commission Member is located. SBCTIOH 5.03. IXHONI'J'~f. All of the' pr ivi leges, and immunities from liability and exemptiol"lS from laws, ordinances and. rules which apply to the actiVity of officials, officers, agents or ,employees of the Commission Members s:nall apply to the officials, officers, agents or employees of the Commission when performing their respective functions and duties under the pro"isions of this Agreement. 8BC'1'IOH 5.0e. LIXITBD LIABILITY. No Commission Member shall 'in any manner })e obligated to pay any debts, obligations or liabilities arising as a result of any aotions of the Commission, the Representatives or any other agents, employees, officers or officials of the Commission, except to the extent otherwise provided in the LOan Agreem~nt applicable to such commission Mem})er and neither the Commissien, the Representatives or any other agents, employees, officers or officials of the Commission have any authority or power to other"ise obligate the Commission Member in an;S' mllnner. .1C'1'IOH 5. 05. AKENDMBN'l'S. This Agreement maybe amended in writing at llny time by the concurrence of a two-thirds (2/3) vote of the Representatives present ata duly called meeting of the commission and subsequent ratification by the ,governing body of each commission Member. However, this Agreemet.1t may not be amended so as to (a) permit any prOfits of the Commission to inure to the benefit of any private person or to permit the assets Of, the Commission to be distributee! to any entity, other than the Public Agencies, or (b) permit the, diversion or applic:ation of any of the money or other assets of the, Commission for any purposes other than tho.e specified herein or to adVersely affect the ta.x"'exempt status, if applicable, ~f the Bonds. . 8BC'1'IOH 5. 0.. CONftO:LLIHG UW. This Agreement shall})e ,., oem.trued and governed by Florida law. A-9 II OOOPA!lt48 'BBROARY 19, 1$91 5.07. IPI'IC'1'IVI DATB. This Aqreement shall be from the date of execution hereof. ',' " IR WITosS WHBR!OP, this Aqreement has been executed by and ,on:< behalf of the Commission Members by their authorized ~~~r.e.entati ves. BRBVAJU) COtJH'1'Y, I'LOR%DA By: Chairman A-10 II OOOPAGE 49 RBROARY 19, 1991 WHERIOI', this Agreement has been executed by and the Commission Members by their authorized . COLLIER COUNTY, rLORIDA By: Chairman A-l1 IlOOO.p~{'J '50 J'lBRUARY 19, 1991 :~IN1rI'1'Nt!JS8 WHOIOJ', this Ac~p::,eeJllenthas been executed by and cOJllJllission MeJllbers by their authorized SARASOTA COVH'1'Y, I'LORIDA By: Chait'Dlan A-12 II 000 PAGE 51 J'lSROARY 19, 1991 %NTnLOCAL AGREEH~ 'l'HIS INTbLOCAL AGREEMENT, dated as of February 19, 1991, (the "Agreement"), entered into by and among a limited number of looal qovernmental units exeouting this Agreement, eaoh one oonstituting a county or munioipal oorporation located in the State of Florida, and constituting a "publio agenoy" under Part I of Chapter 163, Plorida Statutes (the "Commission Members"), which shall initially ~,;:,be Brevard County, Florida, Collier County, Florida and sarasota 1;,i;{i!c:ounty, Florida as evidenoed by the Signatures of their authorized ~~epresentatives; W I ~ N B S S B '1' H: r. WHlRBAS, eaoh of the Commission Members have the power to ),bottow funds, oontraot loans and issue Obligations for pUblio ,:i:'.:':>')' purposes pursuant to Seotion 125.01, Florida statutes (in the oase " 'Of oounties), Seotion 166.021,' Florida Statutes (in the oase of municipal oorporations) and Part I of Chapter 163, Florida Statutes (colleotively, the "Aot"); and WKbBAS, Part I of Chapter 163, Florida StatUtes (the . "1n1:erlooa1 Aot") I permits the Commission Members, as pUb1io agenoies under the Interlooal Aot, to enter into inter100al 'agreements with eaoh other to jointly exercise any power, privilege or authority which such C":Immission Members share in oommOn and whioh eaoh might exeroise separately, permitting the Commission Members to make the most ej~ f!oient use of their power by enabling them to cooperate, on a ba,sisof mutual advantage and thereby provide servioes and faoi1:t,tles in a manner and pursuant to forms .' ,Of qovernmental organizatior. that willaooord best,with qeographio, eoonomic, popUlation and other factors influenoing the needs and development of such Commission Members; and ':~ii,;;)\. 1fHBRBAS, Section 163.01(7) (d), Florida statutes, authorizes ,~~Jr\:)"the Commission Members, pursuant to an interlooal agreement, to .~J.f;i\/~/',"create a se~arate leqal entity to exercise the oommon power of the ",a$\<:Y:Commission Members to issue obliqations fo'r. the purposes of 'iJX\i:;//;ftinanoing the COSt of finiii:noing or refinanoing oapital projeots ' ':;:J,purs.uant to the Interlooal i\ot; and :,' ,WHBRDS, Brevard County, Florida, Collier County, Florida and :);: Sarasota County, Florida, pursuant to resolutions adopted on Pebruary 19, 1991, February 12, 1991 and February 19, 1991, respectively (collectively, the "Resolutions"), have determined that there is a substantial need to ore ate sUOh a legal entity to issue obliqations in the form of oommereial paper notes to prOVide loans to "public agencies" (as defined in Part I of Chapter 163, Plorid~ Statutes), inoluding the Commission Members, to finance or II OOOn~! 52 bBROARY 19, 1991 ~;,'; :::' :5:'; , ".~...~" c., !',:o,. .tinance capital projects within said pUblic agency and to tinance "i:juch' other qovernmental need$ as may be permitted by the Act; : :iV ,HOW, '1'HBREI'ORB, in consideration of the mutual COvenants "?:!~herein, it is mutually agreed and understood by and among the C01ll1ll1ssion Members that now or may hereafter execute this Ag1:eement, that the "Florida Local Government Finance Couission", a legal entity and pUblic body corporate and pOlitic and a unit of 100al government for all of the privileges, benefits, power and termsot the Act (the "Commission"), is hereby created and charged with the structuring, administration and execution of the hereinatter described Program as follows: ARTICLB % DBPINI'1'%ONS i, ,The following definitions shall govern the interpret~tion of .~is Agreement: /:,,:. "Aot.. shall mean, collectively, Section 125.01, Florida statute. (in the case of counties), Section 166.021, Florida ;<;t:,;statutes (in the case of municipal corporations), the 1nterlocal ,,' Act, and other applicable provisions of law. '. , "Abinistrator" means the :FlOrida Association ,of Counties, . :J:nc., a Florida nonprofit. corporation, or sUc~ other program administrator selected by t:he Commission in accordance with the Indenture to administer the making, originating' and administration of the Loan$ or any portio~ thereof and to act as the Commission's agent as set forth in a Pr'oqram Administration Agreement between ~e Commfssion and the Administrator. ..Agr....nt.. shall mean this 1nterlocal Agreement, inclUding I' any a1l1endments or Supplements hereto, executed and delivered in 'accordance with the terms hereof. "Commission" shall mean the Florida LOcal Government Finance 'Commission, a legal entity and a public body corporate and politic created pursuant to the prfJ'1isions of this Aq:;eement and the Act. . "Commission Xember" 0:1:" "Commission Xembors" shall mean the ",.",/.e1Dber or members of the Commission, as shall be provided in 'the "";'::ii,Agoreement. The CO,mmission Members shall initially be Brevard ':,'i':CO\U1ty, Florida, Collier County, Florida and Sarasota County, i' .'Florida. ;t;,::::;,<, ,"%n4ent\11"." shall mean a certain Indenture, of Trust to be ';;teJ'l'tered into by and betwflen the Commission and the Trustee, .l.ncludinq any amendments or Supplements thereto executed and in accordance with the terms thereof. The Indenture 2 II OOO~! 53 I'BSROA!tY 19, 1991 1<,be in such torm and contain sudh provisions, covenants, resentations and restrictions as shall hereafter be apProved by :'Commission. .i'''"IZlterlocal Act.. shall mean Part I of Chapter 163, Florida tu1:es. I~il:~:~:,\ / ,/7':':,...' "Loan" means an amount equal to the outstandinq obliqation .,under a particular Loan Aqreement. >,.;" ~': , " ' "Loan Agreement.. or "Loan, Agreements" shall mean the loan '':"Ilgreements, including the exhibits attaChed thereto, which the "Public Aqenc:y shall execute prior to participating in the program, ,,,/,which Loan Aqreement shall be in the form prescribed by the ;JircOmmission. ::~j<",>",~,:,,:~ " ;n"/'i':'/> ".otes" shall mean thclt Commercial Paper Notes issued by the \<,:"Commission pursuant to Section 4.01 of this Agreement, the proceeds ,~:" 'from the sale of which shall be deposited and disbursed pursuant ,,' to the terms of the proqram Documents. .", , , "Program" shall mean the Pooled COJlllllercial Paper Loan proqram ';()fthe Commission created and structured pursuant to the terms and ':'conditions of this Aqreement and the proqram Documents. "Proqram DoCUJllent... shall mean" collectively, ,the Indenture, the Loan Aqreement, the reimbursement agreement or aqreements with the · oredi t enhancer for the Notes, andst1ch other aqreements, opinions of counSel and certificates as the commission shall deem ':;'/ Ilppropriate. ,;~'::\',', :'; :;;f/'.,{' "Public AqeZlcie." shall. mean any "public agency", as defined Ip\,part I of Chapter 163, P lorida Statutes, which Shall receive a J,Olplpursuant to the Progranl. ,",' ' , "Repres.Zltativ." shall mean that elected or appointed public .j official or' officer appointed by a Commission Member to serve on '(the Commission. '.,'. .',.,',",".'"" "a..olutioZl." shall mean those resolutions duly, adopted by' ,,' ~e,' . Commission Members ,authorizing the . participation of such ,C9i=ission Member in the Pro~Tram pursuant to th~. provisions of this Agreement. , . , "State" shall mean the state of Florida. '.' ',", ..TR.t.... shall mean such entity to be. hereafter selected by ;."the, Commission to act as, Trustee for the proqram in accordance with ;;';''t:12.,terms hereOf, the Indenture and of the Loan Aqreements, and. any cessor or assigns. 3 II 000 PAGE 54 Fl8ROARY 19, 1991 'e";:'>:--' Whenever any words are used in this Agreement in the masculine p qender, they shall be construed as though they were also used in f,;, ,.', the' feminine or neuter gender in all situations where they Would ' 'so apply, and whenever any words are used in this Agreement in the "singular form, they shall be construe,d as though they were also .;us.<l. in the plural form in all situations where they would so "'IlPPly. AR'1'ICLB II 'l'HB COMMISSION 8BC'1'ION 2.01. CRU'1'ION. The Commission Members hereby create ';',' the "Florida Local Government Finance Commission", a legal entity ,'<an<l a public body corpora'r.e and politic and a unit of local ',T./government for all of the pr:Lvileges, benefits" power and terms of :;[c;"the Act. '._,,~,:':,. '. 8BCTION 2.02. PUlpOSB. The purpose of the CommiSsion is to (,enable the Public Agencies to (a) finance or retinance capital projects and other governmental needs permitted by the Act at the lowest interest cost possible and (b) benetit from the economies of scale associated with large scale financings which may otherwise t:'!; be unrealized it separate financings were undertaken. !f,4L'" . . 8SCTXOJI 2.03. POWllR8. esl The CQIlOIIi$siQn is au1;h<>risa'" for ';~~!~;1Y,: the purpose ot carrying out the proqram to exercise allot the i,;;;:';>' ; privileges, benetits, powern and terms ot the Act in connection < : with the authorization, iSS\lilnCe and sale of the Notes pursuant to 'Article IV. Such powers include, but are not limited to, the power to make and enter into crmtracts and agreements necessary or incidental to the performanc:e of its duties and theexec\.ltion of it, duties under this Agreement, to employ conSUltants, advisors, experts, attorneys and s\.lch other employees and agents as may, in the judgment of the Commission, be necessary, and to fix their compensation; to sue or be sued in its own name; to receive and accept any'aid or contributions from any source ()t, money, property, ,labor or other things of value; to adopt a seal; and to adopt a ',:":',.(:r.,.',!".;",.,....,,,'.,.,i,.,.. ,.place e:~ i:: ::::~i:::~::".rs herein Shall be deeme'" exclusive , · or restrictive, but shall '=,e deemed to incorporate all implied powers necessary or inciden~:, to c,arrying out the purposes of the CObiasion. , SBCTION 2. 04. nHBBRSHIP. The Commission Members shall n', ,'consist ot those Public Agencies which have been established ,as ;,!;'8\1ch pursuant to Article III hereof. '.':i;""; 'i:,; 8BC'l'ION 2.0$. DtJRA'1'ION 01' COHHISSION. The Commission shall f:;:',.xlstso long as any Notes of the Commission or Obligations ot any ",,' .', 4 II 000 PAGE 55 .~' , " bSROARY 19, 1991 ,; I ~ - . ~icipatinq Public Aqency under the proqram remain outstanding. '. oJ\termination, al~ assets ot the Commission shall be allocated amonq <the Public Agencies in accordance with the terms ot the Pt~amDocuments . ARl'ICLB III HEHBERSUIP AND RBPRESBNTA'1'IOH ", ' , 8IC'1'IOH 3.01. KBHDERSHIP. (a) Membership in the Commission :i,< ahall consist ot those Publio Agencies selected pursuant to this 0;;:, Article. ,.;Y:.', Cb) The initial Commission Members shall oonsist of: Brevard ()unty, Florida, Collier County, Florida and Sarasota County, lorida. ), 'Cc) To the extent permitted by the Interlocal Act, the "..'Commission may admit any PUblic Aqency to membership upon ?t;:..Wlication ot such Public, A';ency and the affi1'1llative vote of two- 'S;'thirds C2/3) of the Representatives at a duly called meetinq of the hh'Commission. ,..,'1.,:".,;;, '.;.; Cd) As a precondition to membership in the Commission,ea~h C)2ima!ssionMember shall constitute a Public' Agency and shall eliver a dUly authorized and executed counterpart to this ~terlocal Agreement. "'i " ' SIC'l'IOH 3.02. RBPRISBH1'A'1'IOH. (a) Each Commission Member 'shall 'appoint one or more RC!presentatives to act on its behalf on {!f/;,/the' commission. ';',) (b) The RepresentatiVtI or Representatives of each Commission j,;;,:l(ember shall have an ag9Tegrrt:e of one (1) vote on the, Commission. ,:':.If a Commission Member has more than one Representative at ,a ;Z':>;meetinq of the Commission, all Representatives of a Commission ;;i\ Member must vote in a like manner or the vote of such Commission 'y,!./Member shall not be counted. "':~"i;;;,""');" I;},> "Cc) II) the event all of the REtpresentatives of a Commission {((J.M81Dber . shall resign or be removed, such commifJsion. Member Shall " ,,, ppoint',a new Representative or Representat.ives within thirty (30) ~ys. · ,-;'?:"~:",,,\,'" !'~'(:'Cd) Eaoh Commission Jll!lmber, in its sole discretion, may ~ove its Representative or Representatives at any time and may 'ppolnt a new Representative or Representatives to the Commission. 5 II 000 PAGE 56 FEBRUARY 19, 1991 The initial Representative or Representatives of each Member are as follows: Brevard County: Doug Martin Collier County: Ron MoLemore and John, Yonkosky Sarasota County: Gene Schiller and Pete Ramsden ,,:' S!C'1'IOH 3.03. ACTION. (a) The affairs, actions and duties ','ot the Commission shall be undertaken at a duly called meeting' ;;';;;pursuant to Section 3.09 hereof. 8!C'1'IOH 3.05. AUTHORI~'Y OJ' OFFICERS. (a) The Chairman and Ctl1eVice-Chairmanshall take, such actipn and sign such documents, including the Program Documents, on behalf of the Commission and ?,,~turtherance of the purposes of this Agreement and the proqram "";:':at.~,8hall be approved by resolution of the Commission. 6 II OOOPAGE 57 bDRUARY 19, 1991 .~'b(b) . '1'basael:'atary-TI:'&aSUl:'al:'. 1)1:' h~" c1asiqnae. shall kaaP I\~nutes of all Dleetings, proceedings and acts of the Commission "but such Dlinutes need not be verbatim. , Copies of all minutes of 'the meetings of the Commission shall be sent by the Secretary- Treasurer or a designee to all Representatives of the Commission. The B.ecretary-Treasurer may also attest the execution of documents. 8IC'1'ION 3.06. RBSIGNA'1'ION. (a) Any Representative may resign from all duties or responsibilities hereunder by giving at ,'>, least seven (7) days prior written notice sent by registered mail ,..,.\/to the Chairman or Vice-Chairman. Such notice shall state the date 'i;i~':;;.aid resignation shall take effect and such resignation shall take )~h{,,'.ffect on such date. ~\i;'i "'(b) Any Representative, upon leaving Office, shall forthwith :,I:'~turn over and deliver to the Chairman or Vice-Chairman any and all ' 'r.cords, books, documents or other property in his possession or ',under his control which belm~gs to the C01n1'llission and/or relates "~~',the program. .Jfc. 810UOH 3. 07. IlXPIHSBS:. Tha Commission lIlay astabl~sh. fl:''''' :.tine to time, procedures for reimbursement tor necessary expenses !~ilncurred in accordance with the terms of this J.greement. SIC'1'%ON 3.08. LIABILITY. No Representative, agent, officer, "Official or employee of the C01n1'llission shall be liable for any ;':.'; aetion taken pursuant to this Agreement in good faith or for any omission, except gross negligence, or for any act of omission or :,;.r ,commission by any other Representative, agent, officer, official ,:;,(,/:or employee of the Commission. (;',> ',8BCTION 3.09. KEE'1'INcm. (a) The CommiSSion shall convene ;";,,'at a meeting called by eithel: a majority of the Commission Members, ,:li'i'or at the request of the Chairman. Meetings shall be conducted at ":i",,: such locations as may be acceptable to the majority of the . Commission. The Chairman sha.ll set forth the date, time, location and purpose of each meeting and notice thereOf, unless otherwise ' waived, shall be furnished to each Representative by the Secretary- Treasurer, or his designee, not less than seven (7) days prior to \'~"",?,!:the ,date of such meeting. The Chairman may di1:'Gct the Secretary-. E.~i:'>,;,~.asurer to send the prerequisite notice for any meeting of the "~"i:C~ission 'otherwise called in accordance wit:h the provisions \>~hereot . }.:,' ., " < ,(b) Within thirty (31)) days of the creation of the '"e~ission, the duly appointed Representatives shall hold an .~~anizational meeting in '1'ampa, Florida to elect officers ana "e2,"torm such other duties as shall be provided under this "....ement. '. '~":; ,'SICTION' 3.10 WI'J.'m)RAWAt Am) REMOVAL 01' COHKISSION KbBER8. j: '\ ',An " ,'y CODUllission Member may withdraw from the Commission at any ',j~' ;.:~ ' . . 7 II 000 PAGE 58 VlIRUARY 19, 1991 ,.'~;:,if1:he following conditions are satisfied: (i) there shall "';"at" least three (3) Commission Members remaining in the ~oDi*sion subsequent to withdrawal, and (ii) a certified resolution ,from the Commission Member' s .,governing body, setting 7\),tOrth ita intent to withdraw from the Program is presented to the y,!Commi'8sion. Upon satisfaction of the above concUtions, such ,:;/frwithdrawal shall be effective. ;(~}',i:',J,..~> ".., . (b) Any Commission Member may be removed upon the affirmative ~,:i;'i' vote of at least two-thirds (2/3) of the Commission Members ata ';!'L4Uly called meeting of the Commission. I'.,:"""" , ' AR'1'ICLB :tv ':JIB NOTES " SECTION 4.01. NOTES. Pursuant to the provisions of the 'f11')%nterlocal Act, the conunissj.on may issue, from tinieto time, in ';;:;.various series, Notes to fin2\nce and refinance Loans in accordance "( with the, terms of the Program. Such Notes shall be issued upon ':'\isU~h terms, containing such provisions, bearing interest at such jlawful rate or rates, including variable rates, and supported by ',sUCh other documents as may hereafter be established by the , C01ll1'llission. (%'ti~;eii 'SBC'l'IOH 4.02. HO'1'B PROCEEDS. The prOceeds from the issuance ,y;\,'bf'the Motes shall be deposited and used for such purposes and "iif;under such conditions as set forth herein and in the Program ;:;;;:;Documents. "~Ii!: 8IICTIOH 4.03. LIIII!r1D OIlLIClA!rIc>>IS. Hotwithstand.ing anything ,tothe contrary herein or in the Program DOcuments, . the Notes shall i'xnot constitute "bonds" ,withirl the meaning of Article'VII, ,Section .;,">.,,12, of the Constitution, which must be approved at an election of >,.',the qualified electors of the Commission Members. The Notes shall " not constitute a general obligation of . any of the Commission ~embers, the State of Florida or any Public Agency thereof, or a lien upon any property owned by or situated within the territorial 'limits of any of the Commission Members, the State of. Florida or' any \, Public ..Agency , thereof, except in each C2\Se to the extent otherwise specifically provided in a Loan Agreement entered into . bya Public Agency. ,The hOl'.iers of the Notes shall not have the rlgh.t, to require or COmpel a:n:{exercise.. of the taxing power of any Of., the, Commission Members, -,I:he State', of ,Florida or any Public Agency thereOf to pay the principal of, redemption premium,:if any, '"', , i.and,interest, on the Notes, or to make any other payments provided ,I'tor under the Program Documents, except., in each case to the, extent ""};oth.rwise specifically provided in a Loan Agreement entered :into ' ~ill.\~lic Agency. 8 II 000 PAGE 59 'IBRtJARY 19, 1992. ; -~,~~:"Zi/ ,:,:,,"} , ',' :/,SECTION 4.04 . VALIDATION. prior to their issuance, the Notes y,,::be Validated in the manner provided in the Interlocal Act and ~pter 75, Florida statutes. ".1"..:;;;, i1~V:;<':-,; , ", ,~:< SBCTION 5.02. 'ILING. A copy of this Agreement shall be ,';filed tor record with the Cl.erk of the Circuit Court in each county "j:wherein a participating Conunission Member is located. ."....,""...,.' SECTION 5.03. 11Q.!tmI'.l'Y. All of the privileges and immunities :,fromliability and exemptions from laws, ordinances and rules which <" apply to the activity of officials, officers, a.gents or employees ; ",: of the Commission Members shall apply to the Officials, officers, .i.5):Jlgents or employees of the Conunission when performing their ::i'~respective functions and duties under the provisions of this '. .,,9X'eement. '~-;!j~~ "J;, "',,', 'SBC'1'ION 5.04. LIHI'1'EDL%ABILI'1'Y. No Commission Member shall nc.anymanner be Obligated to pay any debts, obligations or liablli'ties arising as a result of any actions of the Commiss.ion, ,~.'Representatives or any ,o,ther agents, employees, officers or ,;.}',officials of the commissil.,n, except, to the extent otherwise '::~;'provided in the Loan Agreement applicable to such Commission Member ';ft;and neither the Commissiorl, the Representatives or any other \>:aq.nts, employees, officers or officials of the Commission have any . <;::a.\1thority or power to otherwise obligate the Commission Member in Il!l~.... manner. ",I.,,:.. ,';',S~CT:rON, 5.05. MENDHEN'.l'S. This Agreement may be ,amended in . i'til'1qat any time by the c::oncurrenc::e of a two-thirds (2/3) vote ,;;~":;:'ofthe Representatives present at a duly called meeting of the, "<commission and subsequent ratific::ation by the governing body of , each Commission Member. However, this Agreement may not be amended , so as to (a) permit any prof:lts of the Commission to inure to the benefi't \ of any private peX'Elon or to permit the assets of the 'c01llDlission to be distributed to any entity, other than the PUblic ;~gencies, or (b) permit the diversion orapplic::ation of any of the ,/:<]Iloney or other assets of the Commission for any purposes other than (,i'"',,,tholle . IJP.citied ,herein or to adversely affect' the tax-exempt ;~i;)II~'tus, if applicable, of ,the Bonds. SBC1lION 5.06. CON'l'ROLLXNG LAW. This Agreement Shall be and governed by Florida law. 9 . QgOPAGE ,60 OBitUARY 19, 1991 "" ,IICTIONS.07. DTIC'!IVII DATB. This Aqreement shall be ,ativ. from the date of execution hereof. ,::,:~") pr WI'1'NB88 WBBRIOr, this Aqreement has been executed by and r-"'tiehalf of the Commission Members by their authorized .Presentatives. BRIVARDCOtm'l'Y, I't.ORID)' sufftclency 10 _ nnnw~ ~-t ','.""'..':;.,. ~};'f'<';",,::_.' ",ZH>;WZ'1'HB88 WHDBO:r, this Agreement has been execute4by ,and {,i,.,b4lhalf of the Commission Members by their authorized ~~.sentatives. '\zM:~~~;,: (f). 4 . nBRUARY 19, 1991 COLL:IBR QOUN'l'Y, I'LOR:IDA BY:,.~~'..,' Chairman' . ~ 11 II 000 P4CE 62 OBitUARY 19, 1991 WHEREOP, this Aqreementhas been executed by and the Commission Members by their authorized SARASOTA COUNTY, FLORIDA By: Chairman II 000 PAGE 63 12 INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT, dated as of February 19, 1991 (the "Agreement") , entered into by and among a limited number of local governmental units executing this Agreement, each one constituting a county or municipal corporation located in the State of Florida, and constituting a "public agency" under Part I of Chapter 163, Florida Statutes (the "Commission Members") , which shall initially be Brevard County, Florida, Collier County, Florida and Sarasota County, Florida as evidenced by the signatures of their authorized representatives; WITNESSET H: WHEREAS, each of the Commission Members have the power to borrow funds, contract loans and issue obligations for public purposes pursuant to Section 125. 01, Florida Statutes (in the case of counties) , Section 166.021, Florida Statutes (in the case of municipal corporations) and Part I of Chapter 163 , Florida Statutes (collectively, the "Act") ; and WHEREAS, Part I of Chapter 163, Florida Statutes (the "Interlocal Act") , permits the Commission Members, as public agencies under the Interlocal Act, to enter into interlocal agreements with each other to jointly exercise any power, privilege or authority which such Commission Members share in common and which each might exercise separately, permitting the Commission Members to make the most efficient use of their power by enabling them to cooperate on a basis of mutual advantage and thereby provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with geographic, economic, population and other factors influencing the needs and development of such Commission Members; and WHEREAS, Section 163.01(7) (d) , Florida Statutes, authorizes the Commission Members, pursuant to an interlocal agreement, to create a separate legal entity to exercise the common power of the Commission Members to issue obligations for the purposes of financing the cost of financing or refinancing capital projects pursuant to the Interlocal Act; and WHEREAS, Brevard County, Florida, Collier County, Florida and Sarasota County, Florida, pursuant to resolutions adopted on February 19, 1991, February 12, 1991 and February 19, 1991, respectively (collectively, the "Resolutions") , have determined that there is a substantial need to create such a legal entity to issue obligations in the form of commercial paper notes to provide loans to "public agencies" (as defined in Part I of Chapter 163 , Florida Statutes) , including the Commission Members, to finance or refinance capital projects within said public agency and to finance such other governmental needs as may be permitted by the Act; NOW, THEREFORE, in consideration of the mutual covenants herein, it is mutually agreed and understood by and among the Commission Members that now or may hereafter execute this Agreement, that the "Florida Local Government Finance Commission" , a legal entity and public body corporate and politic and a unit of local government for all of the privileges, benefits, power and terms of the Act (the "Commission") , is hereby created and charged with the structuring, administration and execution of the hereinafter described Program as follows: ARTICLE I DEFINITIONS The following definitions shall govern the interpretation of this Agreement: "Act" shall mean, collectively, Section 125. 01, Florida Statutes (in the case of counties) , Section 166.021, Florida Statutes (in the case of municipal corporations) , the Interlocal Act, and other applicable provisions of law. "Administrator" means the Florida Association of Counties, Inc. , a Florida nonprofit corporation, or such other program administrator selected by the Commission in accordance with the Indenture to administer the making, originating and administration of the Loans or any portion thereof and to act as the Commission's agent as set forth in a Program Administration Agreement between the Commission and the Administrator. "Agreement" shall mean this Interlocal Agreement, including any amendments or supplements hereto, executed and delivered in accordance with the terms hereof. "Commission" shall mean the Florida Local Government Finance Commission, a legal entity and a public body corporate and politic created pursuant to the provisions of this Agreement and the Act. "Commission Member" or "Commission Members" shall mean the member or members of the Commission, as shall be provided in the Agreement. The Commission Members shall initially be Brevard County, Florida, Collier County, Florida and Sarasota County, Florida. "Indenture" shall mean a certain Indenture of Trust to be entered into by and between the Commission and the Trustee, including any amendments or supplements thereto executed and delivered in accordance with the terms thereof. The Indenture 2 shall be in such form and contain such provisions, covenants, representations and restrictions as shall hereafter be approved by the Commission. "Interlocal Act" shall mean Part I of Chapter 163, Florida Statutes. "Loan" means an amount equal to the outstanding obligation under a particular Loan Agreement. "Loan Agreement" or "Loan Agreements" shall mean the loan agreements, including the exhibits attached thereto, which the Public Agency shall execute prior to participating in the Program, which Loan Agreement shall be in the form prescribed by the Commission. "Notes" shall mean the Commercial Paper Notes issued by the Commission pursuant to Section 4 . 01 of this Agreement, the proceeds from the sale of which shall be deposited and disbursed pursuant to the terms of the Program Documents. "Program" shall mean the Pooled Commercial Paper Loan Program of the Commission created and structured pursuant to the terms and conditions of this Agreement and the Program Documents. "Program Documents" shall mean, collectively, the Indenture, the Loan Agreement, the reimbursement agreement or agreements with the credit enhancer for the Notes, and such other agreements, opinions of counsel and certificates as the Commission shall deem appropriate. "Public Agencies" shall mean any "public agency" , as defined in Part I of Chapter 163, Florida Statutes, which shall receive a Loan pursuant to the Program. "Representative" shall mean that elected or appointed public official or officer appointed by a Commission Member to serve on the Commission. "Resolutions" shall mean those resolutions duly adopted by the Commission Members authorizing the participation of such Commission Member in the Program pursuant to the provisions of this Agreement. "State" shall mean the State of Florida. "Trustee" shall mean such entity to be hereafter selected by the Commission to act as Trustee for the Program in accordance with the terms hereof, the Indenture and of the Loan Agreements, and any successor or assigns. 3 Whenever any words are used in this Agreement in the masculine gender, they shall be construed as though they were also used in the feminine or neuter gender in all situations where they would so apply, and whenever any words are used in this Agreement in the singular form, they shall be construed as though they were also used in the plural form in all situations where they would so apply. ARTICLE II THE COMMISSION SECTION 2.01. CREATION. The Commission Members hereby create the "Florida Local Government Finance Commission", a legal entity and a public body corporate and politic and a unit of local government for all of the privileges, benefits, power and terms of the Act. SECTION 2.02. PURPOSE. The purpose of the Commission is to enable the Public Agencies to (a) finance or refinance capital projects and other governmental needs permitted by the Act at the lowest interest cost possible and (b) benefit from the economies of scale associated with large scale financings which may otherwise be unrealized if separate financings were undertaken. SECTION 2.03. POWERS. (a) The Commission is authorized for the purpose of carrying out the Program to exercise all of the privileges, benefits, powers and terms of the Act in connection with the authorization, issuance and sale of the Notes pursuant to Article IV. Such powers include, but are not limited to, the power to make and enter into contracts and agreements necessary or incidental to the performance of its duties and the execution of its duties under this Agreement, to employ consultants, advisors, experts, attorneys and such other employees and agents as may, in the judgment of the Commission, be necessary, and to fix their compensation; to sue or be sued in its own name; to receive and accept any aid or contributions from any source of money, property, labor or other things of value; to adopt a seal; and to adopt a place of its official meetings. (b) No enumeration of powers herein shall be deemed exclusive or restrictive, but shall be deemed to incorporate all implied powers necessary or incident to carrying out the purposes of the Commission. SECTION 2.04. MEMBERSHIP. The Commission Members shall consist of those Public Agencies which have been established as such pursuant to Article III hereof. SECTION 2.05. DURATION OF COMMISSION. The Commission shall exist so long as any Notes of the Commission or obligations of any 4 participating Public Agency under the Program remain outstanding. Upon termination, all assets of the Commission shall be allocated among the Public Agencies in accordance with the terms of the Program Documents. ARTICLE III MEMBERSHIP AND REPRESENTATION SECTION 3.01. MEMBERSHIP. (a) Membership in the Commission shall consist of those Public Agencies selected pursuant to this Article. (b) The initial Commission Members shall consist of: Brevard County, Florida, Collier County, Florida and Sarasota County, Florida. (c) To the extent permitted by the Interlocal Act, the Commission may admit any Public Agency to membership upon application of such Public Agency and the affirmative vote of two- thirds (2/3) of the Representatives at a duly called meeting of the Commission. (d) As a precondition to membership in the Commission, each Commission Member shall constitute a Public Agency and shall deliver a duly authorized and executed counterpart to this Interlocal Agreement. SECTION 3.02. REPRESENTATION. (a) Each Commission Member shall appoint one or more Representatives to act on its behalf on the Commission. (b) The Representative or Representatives of each Commission Member shall have an aggregate of one (1) vote on the Commission. If a Commission Member has more than one Representative at a meeting of the Commission, all Representatives of a Commission Member must vote in a like manner or the vote of such Commission Member shall not be counted. (c) In the event all of the Representatives of a Commission Member shall resign or be removed, such Commission Member shall appoint a new Representative or Representatives within thirty (30) days. (d) Each Commission Member, in its sole discretion, may remove its Representative or Representatives at any time and may appoint a new Representative or Representatives to the Commission. 5 (e) The initial Representative or Representatives of each Commission Member are as follows: Brevard County: Doug Martin Collier County: Ron McLemore and John Yonkosky Sarasota County: Gene Schiller and Pete Ramsden SECTION 3.03. ACTION. (a) The affairs, actions and duties of the Commission shall be undertaken at a duly called meeting pursuant to Section 3.09 hereof. (b) At any meeting of the Commission at which any official action is to be taken, Representatives from a majority of the Commission Members shall constitute a quorum; and a majority vote of the Commission Members present shall be the act of the Commission except as provided in Sections 3.01(c) , 3. 10(b) and 5. 05 hereof. (c) A certificate, resolution or instrument signed by the Chairman, Vice-Chairman or such other designated person of the Commission as may be hereafter selected by the Commission shall be evidence of the action of the Commission and any such certificate, resolution or other instrument so signed shall conclusively be presumed to be authentic. Likewise, all facts and matters stated therein shall conclusively be presumed to be true. SECTION 3.04. ELECTION OF OFFICERS; ELECTION OF EXECUTIVE DIRECTOR. (a) Once a year, and at such other time as may be necessary to fill a vacancy, at a meeting of the Commission called for the purpose thereof, the Commission through its Representatives shall elect a Chairman, a Vice-Chairman and Secretary-Treasurer to conduct the meetings of the Commission and to perform such other functions as herein provided. Said Chairman, Vice-Chairman and Secretary-Treasurer shall serve one (1) year terms unless they resign sooner pursuant to Section 3.06 hereof or are otherwise removed pursuant to Section 3.10 hereof. (b) The Commission shall enter into a Program Administration Agreement with the Administrator with respect to administering and managing the Program. The Commission may also enter into such other agreements as may be necessary to establish and maintain the Program, including, but not limited to, employing bond counsel, employing a dealer for marketing the Notes, and obtaining a credit enhancer for the Notes. SECTION 3.05. AUTHORITY OF OFFICERS. (a) The Chairman and the Vice-Chairman shall take such action and sign such documents, including the Program Documents, on behalf of the Commission and in furtherance of the purposes of this Agreement and the Program as shall be approved by resolution of the Commission. 6 (b) The Secretary-Treasurer, or his designee, shall keep minutes of all meetings, proceedings and acts of the Commission but such minutes need not be verbatim. Copies of all minutes of the meetings of the Commission shall be sent by the Secretary- Treasurer or a designee to all Representatives of the Commission. The Secretary-Treasurer may also attest the execution of documents. SECTION 3.06. RESIGNATION. (a) Any Representative may resign from all duties or responsibilities hereunder by giving at least seven (7) days prior written notice sent by registered mail to the Chairman or Vice-Chairman. Such notice shall state the date said resignation shall take effect and such resignation shall take effect on such date. (b) Any Representative, upon leaving office, shall forthwith turn over and deliver to the Chairman or Vice-Chairman any and all records, books, documents or other property in his possession or under his control which belongs to the Commission and/or relates to the Program. SECTION 3.07. EXPENSES. The Commission may establish, from time to time, procedures for reimbursement for necessary expenses incurred in accordance with the terms of this Agreement. SECTION 3.08. LIABILITY. No Representative, agent, officer, official or employee of the Commission shall be liable for any action taken pursuant to this Agreement in good faith or for any omission, except gross negligence, or for any act of omission or commission by any other Representative, agent, officer, official or employee of the Commission. SECTION 3.09. MEETINGS. (a) The Commission shall convene at a meeting called by either a majority of the Commission Members, or at the request of the Chairman. Meetings shall be conducted at such locations as may be acceptable to the majority of the Commission. The Chairman shall set forth the date, time, location and purpose of each meeting and notice thereof, unless otherwise waived, shall be furnished to each Representative by the Secretary- Treasurer, or his designee, not less than seven (7) days prior to the date of such meeting. The Chairman may direct the Secretary- Treasurer to send the prerequisite notice for any meeting of the Commission otherwise called in accordance with the provisions hereof. (b) Within thirty (30) days of the creation of the Commission, the duly appointed Representatives shall hold an organizational meeting in Tampa, Florida to elect officers and perform such other duties as shall be provided under this Agreement. SECTION 3.10 WITHDRAWAL AND REMOVAL OF COMMISSION MEMBERS. (a) Any Commission Member may withdraw from the Commission at any 7 time, if the following conditions are satisfied: (i) there shall be at least three (3) Commission Members remaining in the Commission subsequent to withdrawal, and (ii) a certified resolution from the Commission Member's governing body setting forth its intent to withdraw from the Program is presented to the Commission. Upon satisfaction of the above conditions, such withdrawal shall be effective. (b) Any Commission Member may be removed upon the affirmative vote of at least two-thirds (2/3) of the Commission Members at a duly called meeting of the Commission. ARTICLE IV THE NOTES SECTION 4.01. NOTES. Pursuant to the provisions of the Interlocal Act, the Commission may issue, from time to time, in various series, Notes to finance and refinance Loans in accordance with the terms of the Program. Such Notes shall be issued upon such terms, containing such provisions, bearing interest at such lawful rate or rates, including variable rates, and supported by such other documents as may hereafter be established by the Commission. SECTION 4.02. NOTE PROCEEDS. The proceeds from the issuance of the Notes shall be deposited and used for such purposes and under such conditions as set forth herein and in the Program Documents. SECTION 4.03. LIMITED OBLIGATIONS. Notwithstanding anything to the contrary herein or in the Program Documents, the Notes shall not constitute "bonds" within the meaning of Article VII, Section 12 of the Constitution, which must be approved at an election of the qualified electors of the Commission Members. The Notes shall not constitute a general obligation of any of the Commission Members, the State of Florida or any Public Agency thereof, or a lien upon any property owned by or situated within the territorial limits of any of the Commission Members, the State of Florida or any Public Agency thereof, except in each case to the extent otherwise specifically provided in a Loan Agreement entered into by a Public Agency. The holders of the Notes shall not have the right to require or compel any exercise of the taxing power of any of the Commission Members, the State of Florida or any Public Agency thereof to pay the principal of, redemption premium, if any, and interest on the Notes or to make any other payments provided for under the Program Documents, except in each case to the extent otherwise specifically provided in a Loan Agreement entered into by a Public Agency. 8 SECTION 4.04. VALIDATION. Prior to their issuance, the Notes may be validated in the manner provided in the Interlocal Act and Chapter 75, Florida Statutes. ARTICLE V MISCELLANEOUS SECTION 5.01. DELEGATION OF DUTY. Nothing contained herein shall be deemed to authorize the delegation of the constitutional or statutory duties of the State or the Commission Members or any officers thereof. SECTION 5.02. FILING. A copy of this Agreement shall be filed for record with the Clerk of the Circuit Court in each county wherein a participating Commission Member is located. SECTION 5.03. IMMUNITY. All of the privileges and immunities from liability and exemptions from laws, ordinances and rules which apply to the activity of officials, officers, agents or employees of the Commission Members shall apply to the officials, officers, agents or employees of the Commission when performing their respective functions and duties under the provisions of this Agreement. SECTION 5.04. LIMITED LIABILITY. No Commission Member shall in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the Commission, the Representatives or any other agents, employees, officers or officials of the Commission, except to the extent otherwise provided in the Loan Agreement applicable to such Commission Member and neither the Commission, the Representatives or any other agents, employees, officers or officials of the Commission have any authority or power to otherwise obligate the Commission Member in any manner. SECTION 5.05. AMENDMENTS. This Agreement may be amended in writing at any time by the concurrence of a two-thirds (2/3) vote of the Representatives present at a duly called meeting of the Commission and subsequent ratification by the governing body of each Commission Member. However, this Agreement may not be amended so as to (a) permit any profits of the Commission to inure to the benefit of any private person or to permit the assets of the Commission to be distributed to any entity, other than the Public Agencies, or (b) permit the diversion or application of any of the money or other assets of the Commission for any purposes other than those specified herein or to adversely affect the tax-exempt status, if applicable, of the Bonds. SECTION 5.06. CONTROLLING LAW. This Agreement shall be construed and governed by Florida law. 9 SECTION 5.07. EFFECTIVE DATE. This Agreement shall be effective from the date of execution hereof. IN WITNESS WHEREOF, this Agreement has been executed by and on behalf of the Commission Members by their authorized representatives. (SEAL) BREVARD COUNTY, FLORIDA 1 By: VIZ .1171E/ P Chairman Cl1---etl! Zg,412=1__ erk 10 IN WITNESS WHEREOF, this Agreement has been executed by and on behalf of the Commission Members by their authorized representatives. (SEAL) COLLIER COUNTY, FLORIDA Ptid ..,a1A,•eya ,-,45 ;I Chairman #e 0 e c �' Approved as to form & legal sufficiency County Attorn 11 IN WITNESS WHEREOF, this Agreement has been executed by and on behalf of the Commission Members by their authorized representatives. (SEAL) SARASOTA COUNTY,''FLORIOA By Chairman. Clerk APPROVED AS TO FORM AND CONTENT: ATTORNEY / LEGAL DEPT. 12