Resolution 1995-056
RESOLUTION NO. 95-56
A RESOLUTION OF THE BOARD OF COUNTY 8
COMMISSIONERS OF COLLIER COUNTY, FLORIDA,
APPROVING THE FORM OF A FIRST SUPPLEMENTAL
INTERLOCAL AGREEMENT THAT ADMITS TWO NEW
COUNTIES TO THE FLORIDA LOCAL GOVERNMENT
FINANCE COMMISSION; AND PROVIDING AN EFFECTIVE
DATE.
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BE IT RESOLVED ny THE BOARD OF COUNTY COMMISSIONERS OF COLLIER
COUNTY, FLORIDA, An FOLLOWS:
SECTION 1. AUTHORITY FOR THE RESOLUTION. This Resolution
is adopted pursuant to the provisions of Chapter 125, Florida
Statutes, Chapter 163, Part I, Florida Statutes, and other
applicable provisions of law.
SECTION 2. FINDINGS. The
(the "Board") of Collier county,
hereby find and determine that:
(A) Collier County, Florida, Brevard County, Florida and
Sarasota County, Florida (the "Original Commission Members") have
previously entered into that certain Interlocal Agreement, dated as
of February 19, 1991 (the "Agreement") pursuant to which the
Florida Local Government Finance commission (the "Commission") was
created and charged with the structuring, administration and
execution of a pooled commercial paper loan program.
Board of County Commissioners
Florida (the "County"), does
(B) Osceola county, Florida and Lee County, Florida (the "New
Commission Members") have expressed a desire to become members of
the Commission.
(C) The County deems it in the best interests of itself and
the Commission to admit the New Commission Members as members of
the Commission.
(D) In order to document properly the admission of the New
Commission Members to membership in the Commission it is necessary
and desirable to supplement the Agreement.
SECTION 3. APPROVAL OF FIRST SUPPLEMENTAL INTERLOCAL
AGREEMENT. The form, terms and provisions of the First
Supplemental Interlocal Agreement, submitted to this meeting and
attached hereto as Exhibit A (the "Supplemental Agreement"), be and
the same hereby are approved. The Chairman of the Board and Clerk
of the Board are hereby authorized and directed to execute and
deliver said Supplemental Agreement in the name and on behalf of
the County, with such changes, amendments, modifications, omissions
and additions as approved by the Chairman. Execution by said
Chairman shall be deemed to be conclusive evidence of approval of
such changes.
SECTION 4. RECORDING OF SUPPLEMENTAL AGREEMENT. The Clerk
is hereby directed to file the Supplemental Agreement with the
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Clerk of the Circuit Court as required by Section 163.01 (11) ,
Florida Statutes
SECTION 5. GENERAL AUTHORITY. The members of the Board
and the officers, attorneys and other agents or employees of the
County are hereby authorized to do all acts and things required of
them by this Resolution, the Agreement and the Supplemental
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, in the
Agreement or in the Supplementa 1 Agreement, and each member,
employee, attorney and officer of the County and the Clerk is
hereby authorized and directed to execute and deliver any and all
papers and instruments and to be and cause to be done any and all
acts and things necessary or proper for carrying out the
transactions contemplated hereunder and under the Agreement and
under the Supplemental Agreement.
SECTION 6. SEVERABILITY AND INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions herein
contained shall be held contrary to any express provision of law or
contrary to the policy of express law, though not expressly
prohibited or against public policy, 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 Agreement or the Supplemental Agreement.
SECTION 7. EFFECTIVE DATE. This Resolution shall become
effective immediately upon its adoption.
DULY ADOPTED this 17th day of January, 1995.
(SEAL) .
COLLIER
Bettye.
J
. ATTEST:
:Dvight E. Brock
*~?f~~~;~?'~t?"
Commissioners
unty
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
~..~&.~
County Attorne
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EXHIBIT A
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FORM OF FIRST SUPPLEMENTAL INTERLOCAL AGREEMENT
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EXHIBIT A
PIRST SUPPLEMENTAL INTERLOCAL AGREEMENT
THIS IS A PIRST SUPPLEMENTAL INTERLOCAL AGREEMENT, dated as of
December 1, 1994 (the "Supplemental Agreement"), entered into by
and among a limited number of local governmental units executing
this Supplemental 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, lihich local government units shall be Brevard County,
Florida, Collier County, Florida, Sarasota County, Florida, Osceola
County, Florida and Lee County, Florida as evidenced by the
signatures of their authorized representatives;
. I THE SSE T H:
WHEREAS, Brevard County, Florida, Collier County, Florida and
Sarasota County, Florida (the "Original Commission Members") have
previously entered into that certain Interlocal Agreement dated as
of February 19, 1991 (the "Agreement"), attached hereto as
Exhibit 1, pursuant to Which the Florida Local Government Finance
Commission (the "Commission") was created and charged with the
structuring, administration and execution of the Pooled Commercial
Paper Loan Program (the "Program"); and
WHEREAS, the Original Commission Members desire to admit
Osceola County, Florida and Lee County, Florida (the "New
Commission Members") as members of the Commission and the New
Commission Members desire to become members of the Commission; and
WHEREAS, the New Commission Members each constitute a Public
Agency within the meaning ascribed thereto in the Agreement; and
WHEREAS, pursuant to Section 3.01 of the Agreement, the New
Commission Members have applied to become members of the Commission
and the Original Commission Members have agreed, pursuant to a
unanimous vote, at a duly called meeting of the Commission held on
October 27, 1994 to admit the New Commission Members to membership
in the Commission; and
WHEREAS, in order to properly document the admission of the
New Commission Members to membership in the Commission it is
necessary and desirable to supplement the Agreement;
HOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth, the parties to this First
Supplemental Interlocal Agreement agree as follows:
SECTION 1. The foregoing recitals are true and correct in
all material respects and are hereby incorporated into this
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Supplemental Agreement by this reference. Capitalized terms used
herein shall have the meanings ascribed thereto by the Agreement,
except to the extent such terms are defined herein or the context
clearly indicates another meaning.
SECTION 2. The New Commission Members are hereby admitted
as members of the Commission and each shall have all of the rights,
benefits and obligations of a Commission Member under and pursuant
to the Agreement. The New Commission Members each shall be a
.Commission Member" hereunder and under the Agreement and all of
the terms and provisions of the Agreement shall apply to such New
Commission Members accordingly.
SECTION 3. The initial Representative of each of the New
Commission Members is as follows:
Osceola County: Doug Martin
Lee County: Donald Stilwell, or his designee
SECTION 4. Except as otherwise specifically provided to
the contrary in this Supplemental Agreement, all of the
representations, terms, covenants and conditions contained in the
Agreement are hereby ratified and confirmed and shall remain in
full force and effect.
SECTION 5. This Supplemental Agreement shall be effective
upon its execution.
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I. WITNESS WHEREOF, this First Supplemental Interlocal
Aqreement has been executed by and on behalf of the commission
Members by their authorized representatives.
(SEAL)
BREVARD COUNTY, FLORIDA
By:
Chairman
Clerk
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IH WITNESS WHEREOF, this Supplemental Agreement has been
executed by and on behal~ of the Commission Members by their
authorized representatives.
(SEAL)
COLLIER COUNTY, FLORIDA
By:
Chairman
Clark
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IX WITNESS WHEREOF, this Supplemental Agreement has been
executed by and on behalf of the Commission Members by their
authorized representatives.
(SEAL)
SARASOTA COUNTY, FLORIDA
By:
Chairman
Clerk
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I. WITHE88 1flIEREOF, this Supplemental Agreement has been
executed by and on behalf of the Commission Members by their
authorized representatives.
(SEAL)
OSCEOLA COUNTY, FLORIDA
By:
Chairman
Clerk
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I. WITNESS WHEREOF, this Supplemental Agreement has been
executed by and on behalf of the Commission Members by their
authorized representatives.
(SEAL)
LEB COUNTY, FLORIDA
By:
Chairman
Clerk
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EXHIBIT 1
INTERLOCAL AGREEMENT
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INTERLOCAL AGREEMENT
~IS INTERLOCAL ~GREEMENT, dated as of February 19, 1991 (the
-Agreement-), enterod into by and among a limited number of local
governmental units axecuting 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"), lihich shall initially
be Brevard county, Florida, Collier County, Florida and Sarasota
county, Florida as evidenced by the signatures of their authorized
representatives;
WIT N E SSE T H:
WllEREAS, 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
WllEREAS, 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 lihich 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 liith geographic,
economic, population and other factors influencing the needs and
development of such Commission Members; and
WllEREAS, section l63.0l(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
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refinance capital projects within said public agency and to finance
such other governmental needs as may be permitted by the Act;
HOW, '1'llERErORE, 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 COm1llission",
. 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 -com1llission"), is hereby created and charged
with the structu.ing, administration and execution of the
hereinafter described Program as follows:
ARTICLE %
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.
""dminiatrator" means the Florida Association of counties,
Inc., a Florida nonprofit corporation, or such other program
administrator selected by the Commission in accordance vith 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.
"commiaaion" 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.
"commiaaion Xeml:>er" or "commieaion Xeml:>ers" shall mean the
member or members of the COm1llission, 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
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shall be in such form and contain such provisions,
represent~tions and restrictions as sh~ll hereafter be
the commission.
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covenants,
approved by
"Interlocal Act" sh~ll lIlean Part I of Chapter l63, Florida
Statutes.
"Loan" lIleans an amount equal to the outst~nding oblig~tion
under a particular Loan Agreement.
"Loan Aqre.lllel:lt" or "Loan "qreement." shall mean the loan
~greements, inclucling the exhibits att~ched thereto, Which the
Public Agency shall execute prior to participating in the Program,
which Loan AgreelLent shall be in the form prescribed by the
Commission.
"Notes" shall mean the commercial Paper Notes issued by the
Commission pursu~nt to Section 4.0l of this Agreement, the proceeds
from the sale of which shall be deposited and disbursed pursu~nt
to the terms of the Program Documents.
"Proqra.m" sh~ll mean the Pooled Commerci~l Paper Loan Program
of the Commission created and structured pursuant to the terms ~nd
conditions of this Agreement and the Program Documents.
"proqra.m Document." sh~ll me~n, 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 "qencie." shall lIlean any "public agency", as defined
in Part I of Ch~pter 163, Florida St~tutes, which shall receive a
Loan pursuant to the Program.
"Representative" sh~l1 mean that elected or appointed public
offici~l or officer appointed by a Commission Member to serve on
the Commission.
"Resolution." shall lIlean those resolutions duly adopted by
the Commission Members authorizing the p~rticipation of such
Commission Member in the Program pursuant to the provisions of this
Agreement. .
"Btate" shall lIlean the State of Florida.
"~ru.tee" shall lIlean 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.
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~~enever any words are used in this Agreement in the m~sculine
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
'1'1lE COlOlISSION
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 enUllleration 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. ~ERSHIP. The Commission
consist of those Public Agencies which have been
such pursuant to Article III hereof.
SECTION 2.05. DURATION 07 COlOlISSION. The Commission shall
exist 50 long as any Notes of the Commission or obligations of any
Members shall
established as
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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 Document5.
)J\TICLE III
XlKEERSBIP AND ~EPRESZNTATION
SECTION 3.01. XEXEERSHIP. (a) Membership in the Commission
shall consist of those Public Agencies selected pursuant to this
Article.
(b)
County,
Florida.
The initial Commission Members shall consist of: Brevard
Florida, Collier County, Florida and Sarasota County,
(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)
Commission
deliver a
Interlocal
As a precondition to membership in the Commission, each
Member shall constitute a Public Agency and shall
duly authorized and executed counterpart to this
Agreement.
SECTION 3.02.
shall appoint one or
the Commission.
REPRESENT),TION. (a) Each Commission Member
more Representatives to act on its behalf on
(b) The Representative or Representatives of each Commission
Member shall have an aggregate of one (l) 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.
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(e) The initial Representative or Representatives of each
Commission Member are as follows:
Brevard County:
Collier County:
Sarasota County:
Doug Martin
Ron McLemore and John Yonkosky
Gene Schiller and Pete Ramsden
BECTION 3.03. ACTION. (a) The affairs, actions and duties
of the Commission ",hall be undertaken at a duly called meeting
pursuant to Sectio~ 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 3.0l(c), 3.l0(b) and 5.05
hereof.
(c) A certificate, resolution or instrument signed by the
Chainnan, Vice-Chainnan or such other designated person of the
Commission as !Day be hereafter selected by the Commission shall be
evidence of the action of the Commission and any such certificate,
resolution or other instrUJ:lent 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 EXECOTIVE
DIRECTOR. (a) Once a year, and at such other time as Ir,ay 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 Chainnan, a Vice-Chairman and Secretary-Treasurer to
conduct the meetings of the Commission and to perfonn such other
functions as herein provided. Said Chainnan, Vice-Chairman and
Secretary-Treasurer shall serve one (l) year terms unless they
resign sooner pursuant to Section 3.06 hereof or are otherwise
removed pursuant to Section 3.l0 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. l.U'TBORITY OF OFFICERS. (a) The Chairman and
the Vice-Chainnan 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.
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(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 colllltission 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. REBIGlD.TION. (a) Any Representative may
resign from all duties or responsibilities hereunder by giving at
least seven (7) day~ prior written notice sent by registered mail
to the Chairman or ~ice-Chairman. Such notice shall state the date
said resignation shall take effect and such resignation shall take
effect on such dat~.
(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 ~hich belongs to the Commission and/or relates
to the PrograI:l.
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 3.0S. LIABILITY. No Representative, agent, officer,
official or employee of the Cornmission shall be liable for any
action taken pursuant to this Agreement in good faith or for any
oI:lission, 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
COlllltission. The Chairman shall set forth the date, time, location
and purpose of each meeting and notice thereof, unless otherwise
~aived, 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
COllllDission, the duly appointed Representatives shall hold an
organizational I:leeting in Tampa, Florida to elect officers and
perform such other duties as shall be provided under this
Agreement.
SECTION 3.10 .ITED~WAL AND REMOVAL OF COKHI8SION MEMBERS.
(a) Any Commission Member may withdraw from the Commission at any
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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 (11) a certified
resolution from the cO!ll1llission Member I 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 commh.sion Member may be removed upon the affirmative
vote of at least t~o-thirds (2/3) of the Commission Members at a
duly called meeting of the Commission.
AATICLE IV
'.!'BE HOTES
SECTION 4.01. NOTES. Pursuant to the provisions of the
Interlocal Act, the cO!llI:lission 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 docUl:lents 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
Docwnents.
SECTION 4.03. LIMITED OBLIG~TIONS. Notwithstanding anything
to the contrary herein or in the Program DocUl:lents, 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
~gency 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 Docwnents, except in each case to the extent
otherwise specifically provided in a Loan Agreement entered into
by a Public Agency.
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SECTION 4.04.
may be validated in
Chapter 75, Florida
VALIDATION. Prior to their issuance, the Notes
the manner provided in the Interlocal Act and
Statutes.
AJ\TICLE V
)(I8CELLANEOUS
SECTION 5.01.
shall be deemed to
or statutory duties
officers thereof.
DELEGATION or DUTY. Nothing contained herein
authorize the delegation of the constitutional
of the State or the Commission Members or any
8ECTION 5.02. PILING. 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 LI~ILITY. No Commission Member shall
in any manner be obligated to pay any debts, obl igations or
liabilities arising as a result of any actions of the Commission,
the Pepresentati ves or any other agents, employees, officers or
officials of the Commission, except to the extent otherwise
provided in the Loan Agreement applicable to such Co~~ission Member
and neither the Commission, the Pepresentatives 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
vriting 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.
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SECTION 5.07. !FFECTIV! DATE. This Agreement shall be
effective from the date of execution hereof.
IN .ITNEBS THEREOF, this Agreement has been executed by and
on behalf of the Commission Members by their authorized
representatives.
(SEAL)
Clerk
BREVARD COUNTY, FLORIDA
>yo A:; h4"~~
Chairman
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IN WITNESS WHER!07, this Agreement has been executed by and
on behalf of the Commission Members by their authorized
representatives.
(SEAL)
COLLIER COUNTY, FLORIDA
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IN WITNESS WHEREOF, this Agreement has been executed by and
on behalf of the Commission Members by their authorized
representatives.
(SEAL)
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Clerk
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SARASOTA COUNTY, .FVORIOA
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FIRST SUPPLEMENTAL INTERLOCAL AGREEMENT
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THIS IS A FIRST SUPPLEMENTAL INTERLOCAL AGREEMENT, dated as of
December 1, 1994 (the "Supplemental Agreement"), entered into by
and among a limited number of local governmental units executing
this Supplemental ,\greement, 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, which local government units shall be Brevard County,
Florida, Collier County, Florida, Sarasota County, Florida, Osceola
County, Florida and Lee County, Florida as evidenced by the
signatures of their authorized representatives;
WIT N E SSE T H:
WHEREAS, Brevard County, Florida, Collier County, Florida and
Sarasota County, Florida (the "Original Commission 11embers") have
previously entered into that certain Interlocal Agreement dated as
of February 19, 1991 (the "Agreement"), attached hereto as
Exhibit 1, pursuant to which the Florida Local Government Finance
Commission (the "Commission") was created and charged with the
structuring, administration and execution of the Pooled Commercial
Paper Loan Program (the "Program"); and
WHEREAS, the Original Commission l.!embers desire to admit
Osceola County, Florida and Lee County, Florida (the "New
Commission Xembers") as members of the Commission and the Ne'.
Commission Members desire to become members of the Commission; and
WHEREAS, the New Commission Members each constitute a Public
Agency within the meaning ascribed thereto in the Agreement; and
WHEREAS, pursuant to section 3.01 of the Agreement, the New
Commission Members have applied to become members of the Commission
and the Original Commission Members have agreed, pursuant to a
unanimous vote, at a duly called meeting of the Commission held on
October 27, 1994 to admit the New Commission Members to membership
in the Commission; and
WHEREAS, in order to properly document the admission
New Commission Members to membership in the Commission
necessary and desirable to supplement the Agreement;
of the
it is
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth, the parties to this First
Supplemental Interlocal Agreement agree as follows:
SECTION 1. The foregoing recitals are true and correct in
all material respects and are hereby incorporated into this
OR: 2026 PG: 0321 J;4,'/ I ! :%'1
8 H 2
Supplemental Agreement by this reference. Capitalized terms used
herein shall have the meanings ascribed thereto by the Agreement,
except to the extent such terms are defined herein or the context
clearly indicates another meaning.
SECTION 2. The New Commission Members are hereby admitted
as members of the Commission and each shall have all of the rights,
benefits and obligations of a Commission Member under and pursuant
to the Agreement. The New Commission Members each shall be a
"Commission Member" hereunder and under the Agreement and all of
the terms and provisions of the Agreement shall apply to such New
Commission Members accordingly.
SECTION 3. The initial Representative of each of the New
Commission Members is as follows:
Osceola County: Doug Martin
Lee County: Donald Stilwell, or his designee
SECTION 4. Except as otherwise specifically provided to
the contrary in this Supplemental Agreement, all of the
representations, terms, covenants and conditions contained in the
Agreement are hereby ratified and confirmed and shall remain in
full force and effect.
SECTION 5. This SUpplemental Agreement shall be effective
upon its execution.
2
OR: 2026 PG: 0322
IN WITNESS WHEREOF, this First Supplemental Interlocal
Agreement has been executed by and on behalf of the Commission
Members by their authorized representatives.
(SEAL)
BREVARD COUNTY, FLORIDA
c~l ~tJ
By: ~,,- - 7 It (~
ChaJ.rrnan
3
OR: 2026 PG: 0323
8
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2
IN WITNESS WHEREOF, this
executed by and on behalf of
authorized representatives.
Supplemental Agreement
the Commission Members
has been
by their
(SEAL). .
COLLIER COUNTY, FLORIDA
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BY:~ ~
Cha i ma,.h
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J. Matthews
E. Brock
Apprcvec GS to fcrrn ex legal sufficiency
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OR: 2026 PG: 0324
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IN WITNESS WHEREOF, this Supplemental Agreement has been
executed by and on behalf of the COl11lllission Members by their
authorized representatives.
(SEAL)
SARASOTA COUNTY, FLORIDA
By: fl. /7 ~~",."
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executed by and on behalf of
authorized representatives.
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OR: 2026 PG: 0325
Supplementa 1 Agreement
the Commission Members
OSCEOLA COUNTY, FLORIDA
By:
d;; t'(/
Chairman
has been
by their
OR: 2026 PG: 0326
8
IN WITNESS WHEREOF, this
executed by and on behalf of
authorized representatives.
Supplemental Agreement
the Commission Members
has been
by their
(SEAL)
LEE COUNTY, FLORIDA
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OR: 2026 PG: 0327
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EXHIBIT 1
INTERLOCAL AGREEMENT
OR: 2026 PG: 0328
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INTERLOCAL ~GREEHENT
THIS INTERLOC~L AGREEMENT, dated as of February 19, 1991 (th~
"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 l63,
Florida Statutes (the "Commission Members"), ~hich shall initially
be Brevard County, Florida, Collier County, Florida and Sarasota
County, Florida as evidenced by the signatures of their authorized
representatives;
WIT N E SSE T H:
WEEREAS, each of the CO!Ill:lission Members have the power to
borro'", funds, contract loans and issue obligations for public
purposes pursuant to Section 125.01, Florida Statutes (in the case
of counties), Section l66. 02l, Florida Statutes (in the case of
municipal corporations) and Part I of Chapter l63, Florida Statutes
(collectively, the "Act"); and
WEEREAB, Part I of Chapter l63, 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 ~ill accord best with geographic,
economic, population and other factors influencing the needs and
development of such co~~ission Members; and
1i1lEREAS, 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
2
OR: 2026 pc: 0329
8
refinance capital projects within said public agency and to finance
such other governmental needs as may be permitted by the Act;
NOW, TllEREFORE, 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 struct~ring, administration and execution of the
hereinafter described Program as follows:
ARTICLE I
DEFINITIONS
.The following definitions shall govern the interpretation of
this Agreement:
""ct" 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.
"A<1lllinistrator" means the Florida Associlltion of Counties,
Inc., a Florida nonprofit corporation, or such other program
administrator selected by the Commission in accordance with the
Indenture to lldminister 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 Comnission and the Administrator.
"J.greement" shall mean this Interlocal Agreement, including
any aoendments or supplements hereto, executed and delivered in
accordance with the terms hereof.
"Commission" shall mean the Florida Local Government Finance
Commission, II legal entity and a public body corporate and politic
created pursuant to the provisions of this Agreement and the Act.
"Commission Membar" 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.
"ID"eDture" shall mean a
entered into by and between
including any amendments or
delivered in accordance with
certain Indenture of Trust to be
the Commission and the Trustee,
supplements thereto executed and
the terms thereof. The Indenture
2
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OR: 2026 PG: 0330
8
H
shall be in such form and contain such provisions,
representations and restrictions as shall hereafter be
the Commission.
covenants,
approved by
"IDt.rlocal Act" shall mean Part I of Chapter 163, Florida
Statutes.
"Loan" means an amount equal to the outstanding obligation
under a particular r~an Agreement.
"LoaD Agr..m'.Dt.. or "Loan Agreement." 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.
"Not.... 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.
"progra.m" 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.
"progra.m DOCUlneDts" 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 J.geDcies" 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.
"R.solution." 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.
"stat... shall mean the State of Florida.
..Truet.... 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
2
OR: 2026 PG: 0331
8
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 &0
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 judgIOent of the COTI\lllission, 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. KEXBERBHIP. The Commission
consist of those Public Agencies which have been
such pursuant to Article III hereof.
SECTION 2.05. DURATION OF COKMISSION. The Commission shall
exist so long as any Notes of the Commission or obligations of any
Members shall
established as
4
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2
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OR: 2026 PG: 0332
8
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2
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
~~ERSHIP AND REPRESZNTATION
SECTION 3.01. KEMBERSHIP. (a) Membership in the Commission
shall consist of those Public Agencies selected pursuant to this
Article.
(b)
County,
Florida.
The initial commission Members shall consist of: Brevard
Florida, Collier County, Florida and Sarasota County,
(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)
Commission
deliver a
Interlocal
As a precondition to membership in the Commission, each
Member shall constitute a Public Agency and shall
duly authorized and executed counterpart to this
Agreement.
SECTION 3.02.
shall appoint one or
the Commission.
REPRESENTATION. (a) Each Commission Member
more Representatives to act on its behalf on
(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
OR: 2026 PG: 0333
8
U
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(el The initial Representative or Representatives of each
Commission Member are as follows:
Brevard County:
Collier County:
Sarasota County:
Doug Martin
Ron McLemore and John Yonkosky
Gene Schiller and Pete Ramsden
SECTION 3.03. ~CTION. (a) The affairs, actions and duties
of the Commission shall be undertaken at a duly called meeting
pursuant to Sectio~ 3.09 hereof.
(b) At any meeting of the Commission at lihich 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 3.0l(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 (l) 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
OR: 2026 PG: 0334
8
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(b) The Secretary-Treasurer, or his designee, shall keep
minutes of all meetings, proceedings and acts of the Corr~ission
but such minutes need not be verbatim. Copies of all minutes of
the meetings of the COllllDission 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. RESIGN1.TION. (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 s11all 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 COllllDission 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 CO!ll1llission 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
cOllllDission by any other Representative, agent, officer, official
or employee of the Commission.
SECTION 3.09. MEETINGS. (a) The COllllDission shall convene
at a meeting called by either a majority of the COllllDission Members,
or at the request of the Chairman. Meetings shall be conducted at
such locations as may be acceptable to the majority of the
cOllllDission. 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
COllllDission 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
OR: 2026 PG: 0335
H
8
2
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 I 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 Commi~gion Member may be removed upon the affirmative
vote of at least t~o-thirds (2/3) of the commission Members at a
duly called meeting of the Commission.
ARTICLE XV
THE )lOTES
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 docUlDents 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 Progra!:l
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
l2 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.
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OR: 2026 PG: 0336
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SECTION 4.04.
may be validated in
Chapter 75, Florida
VJ.LID"TION. Prior to their issuance, the Notes
the manner provided in the lnterlocal Act and
Statutes.
ARTICLE V
MISCELLANEOUS
SECTION 5.01.
shall be deemed to
or statutory duties
officers thereof.
DELEG"TION or DUTY. Nothing contained herein
authorize the delegation of the constitutional
of the State or the Commission Members or any
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, obl igations 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
OR: 2026 PG: 0337
H
2
8
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
reprelientativali.
(SEAL)
Clerk
_REVARD COUNTY, FLORIDA
'y' ~ L/(?K~4/
ChaiI"lDan
10
'.
OR: 2026 PG: 0338
8
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IN WITNESS
on behalf of
representatives.
WHERE01, this Agreement has been executed by and
the Commission Members by their authorized
(SEAL)
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County Attorn
COLLIER COUNTY, 7LORIDA
By: r?r&~~~4
Chairlllan
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IN WITNESS
on behalf of
representatives.
(SEAL)
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Clerk
*** OR: 2026 PG: 0339 ***
8
WHEREOF, this Agreement has been executed by and
the Commission Members by their authorized
p
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SARASOTA COUNT~, FLORIOA
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