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Interlocal Agreement creating FL League of Cities First Municipal Loan Program+, Prepared byy ~'' Jirr. taolf,PA Returned to: First Municipal Loan Prograri Y~~l,s~irJ, F~ U~CJ ,-, ci~t ~~ w.. Fla.. League of Cities U lJ ,,Y x~tly~ntic Beach Tallahassee F1. P. 0. Box 25 ' :~OFF'ICIAL RECORDS `~ Atlantic ~eac~;;, F1.32233 INTERLOCAL AGREEMENT* '. CREATING THE FLORIDA LEAGIIE OF CITIES ~_ IRST MUNICIPAL LOAN PROGRAM " THIS AGREEMENT made and entered into on the dates and by the institutions listed in Exhibit A attached hereto (the "Public , Agency" or "Public Agencies"), each one of which constitutes a municipal corporation organized under the law of the State of Florida, or a County located in the State of Florida being a political subdivision thereof, their participation in this Agree- ment being evidenced by the signatures of their duly authorized representatives and the resolutions of the governing body of each such City or County, such resolutions and signature pages attached. hereto as composite Exhibit A (the "Resolutions"); W I T N E S SET H:. !~ WHEREAS, the Florida Interlocal Corporation Act of 1969,.' being Part I of Chapter 163, Florida Statutes,•as amended (the "Interlocal Act") permits any. public agency of the State to exer- cise jointly with any other public agency of the State any power, .~ privilege, or authority which such agencies share in common and ~ . which each might exercise separately in order to enable local governmental units to make the most e~ficie.nt use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and .thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that accords best with geographic, economic, population, and.other. factors influencing the needs and development of local communities;.., and WHEREAS, each of the Public Agencies-has the power to .. borrow funds, contract loans and issue obligations payable Erom . revenues derived from sources other than ad valorem taxes on real or tangible personal property and which do not pledge the property, credit, or general tax revenue of the Public Agencies, for public, purposes pursuant to Part I of Chapter 159 and Part II o~ Chapter' 166, in the case of municipalities, or Part I of Chapter 125, in ,,: the case of counties, Florida Statutes (collectively, the "Act"); and WHEREAS, pursuant to Chapter 85-55, Laws of Florida, the Florida Legislature has, effective October 1, 1985, amended the Interlocal Act to authorize the Public Agencies, pursuant to an Interlocal agreement, to create a separate legal or administra- tive entity to exercise the common powers of the parties to such agreement to issue revenue bonds to finance and refinance capital projects pursuant to-the Act, such bonds to be issued on behalf of and at the behest of such parties; and ,. YOl 6105 PG SC~ ,I ..+ .-~, L ,.' ~•. ~ ^ . '' D~FFICIAL RECQ{~t~S.. WHEREAS, pursuant to the Resolutions the Public Agencies have determined that there is a substantial need for a pooled municipal and county projects financing program (the "Program") which will provide funds for qualifying capital projects to be , undertaken by each of the participating Public Agencies and, for the purpose of establishing such a Program in a manner in keeping with the purposes of the Interlocal Act, it is to the common good and welfare of the Public Agencies and the inhabitants thereof to create, pursuant hereto, an entity to borrow the necessary funds for the cost of financing, refinancing, acquiring, constructing, replacing, establishing, maintaining, equipping and operating public Facilities and projects and to appoint an administrative entity to administer and ,execute said Program. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein and in the Resolutions contained, it is mutually agreed and understood by and among the Public Agencies that now have or may hereafter execute this Interlocal Agreement, that the First Municipal Loan Council, an unincorporated associa- tion all of the members of which shall be participating Florida muni-cipalities and counties (the "Council") is hereby crested and charged with the~strnCturing of the Program-as follows: ARTICLE I DEFINITIONS The following definitions'shall govern the interpreta- tion of this Interlocal Agreement: "Act" shall mean, collectively, Part I of Chapter 125, Part II of Chapter 166~and Part I of Chapter 159, Florida Statutes, as amended and other applicable provisions of law. "Additional Bonds" means any revenue bonds which may hereafter be approved and issued by the Council pursuant to Section 4.05. "Administrator" shall mean that person, firm, partner- ship, association or corporation designated by the directors who shall administer the Program pursuant to the provisions of this Agreement and of the Program Administration Agreement. The. initial Administrator shall be the Florida League of Cities, Inc., a Florida corporation. "Agreement" or "Interlocal Agreement" means this Inter- local Agreement, including any amendments or supplements hereto executed and delivered in accordance with the terms hereof. -2- ~! ~V~^i'r6185 FG ~1~ '~OFFiCiAL RECORDS ~"' _._~.. _ ...r.,.,,, . • "Board" or "Hoard of Directors" shall mean the Board of Directors of the Council, such Hoard consisting of local elected municipal and/or~county officials chosen in the manner set forth in Article III hereof. "Bonds" shall mean the revenue bonds issued by the Council pursuant to Section 4.01 of this Agreement, the proceeds from the sale of which shall be deposited in~ the Fund and disbursed to the Public Agencies pursuant to the terms of the Indenture, the P=ogram Administration Agreement and the Participation Agree- ments. . "City" or "Cities" shall mean the municipalities of the State that have executed and delivered (i) a Resolution, and (ii) this Agreement. Each City shall be bound by the terms of the Agreement until such time as it no longer has any obligations under the Program. "Coun~~il" shall mean the FIRST MUNICIPAL LOAN COUNCIL, an unincorporated nonprofit association of Florida municipalities and counties created pursuant to the provisions of Article II of this Interlocal Agreement. "County" or "Counties" shall mean the counties of the State that have executed and delivered (i) of Resolution, and (ii) this Agreement. Each County shall be•bound by the terms of the Agreement until such time as it no longer has any obligations under the Program. "Credit•Institutions" shall mean such institution. or institutions hereafter selected by the Hoard, such Credit Institu- tions to provide the Credit~Supports for the Program. . "Credit Supports" shall mean any one or more of the following: (i) a direct draw or standby letter of credit; (ii) municipal bond insurance policy or policies; (iii) line of credit; or (iv) municipal surety bonds. The Credit Supports shall be issued by the Credit Institutions pursuant to the terms and pro- visions of the Credit Support Agreements. "Credit Support Agreements" shall mean the agreements to be entered into by and among the Credit Institutions, the Trustee and the Council. The Credit Support Agreements shall provide for, among other things (i) the terms upon which the Credit Sup- ports may be drawn on, (ii) the. manner in which the Credit In- stitutions shall be reimbursed for such draws, (iii) the terms of the issuance, reinstatement and termination of the Credit Supports, r -3- +bF~ICIAL aECORDS ,..w..--------- ._.,..,~,... and (iv) the°rights, duties, and obligations of'the parties to the Credit Support Agreements.'' "Fund" shall mean the funds and accounts which may be . now or hereafter created by the Council pursuant to the terms and conditions of this Agreement and the Program Documents, includ- ing any income derived from the investment thereof, such Fund to be held and invested in accordance with the terms of the Indenture. "Indenture" shall mean that certain Trust Indenture to be entered into by and between the Council and the Trustee, including any amendments or supplements thereto executed and de- livered in accordance with the terms thereof. The Indenture shall be in such form and. contain such provisions, covenants, represen- tations and restrictions as shall hereafter be approved by the Hoard. "Interlocal Act" means the Florida Interlocal Cooperation. Act of 1969, being Part I of Chapter 163, Florida Statutes, as amended, including, without limitation, Section 163.01(7)(d) of the Interlocal Act at such time as the~same becomes effective. 1' "Participation Agreement" shall mean .the participation agreement, including the Exhibits attached thereto, which a Public Agency is required to execute prior to participating in the Pro- gram, which participation agreement sYfall be in the form prescribed by the Hoard of~0irectors and which shall require a Public Agency to be bound by the terms of this Agreement and said Participation Agreement. - "Program" means the Program of the Council created. and structured pursuant to the terms and conditions of this Agree- ment and the Program Documents, pursuant to which costs of the Projects will be financed, refinanced or reimbursed through the' issuance of the Honds and future pooled programs which shall be created by the Council pursuant to the provisions hereof 'and financed from proceeds from the sale of Additional Honds as provided in Section 4.05 hereof. "Program Administration Agreement" or "Administration Agreement" shall mean the Program Administration Agreement to be entered into by and between the Council and the Administratgr, such Administration Agreement to be in such form and containing such provisions, covenants, representations, restrictions and to provide for such compensation as shall hereafter be determined by the Hoard. "Program Documents" shall mean,- collectively, the Inden- ture, the Participation Agreements, the Program Administration -4- ~ ~ ~ ~ „}~. ~ ` ~ r . , .~~1t2 `' OFD F f CAC RECO~'DS .~ Agreement, the Credit Support Agreements and such other agree- ments, opinions of counsel and certificates as the Hoard shall deem appropriate, "Project" or "Projects" shall mean the capital projects •. which 'are financed, acquired, constructed, replaced, established, improved, maintained, equipped or operated by a public Agency, such Project or Projects constituting qualifying capital "pro ects" as such term is defined in Section 166.101(8), in the case of~the Cities, Section 1Z5.011(2), in the case of the Counties, or Sec- tion 159.02.(4) of the Act. "Public Agency" or "Public Agencies" means any City or County, or any combination thereof, participating in the Program. "Representative" shall mean such elected public official representing a participating City or County as provided in Article III hereof. "Resolutions" shall mean the. resolution of a Public Agency authorizing the participation of such Public Agency in the Program pursuant to the provisions of this Agreement. ~ . "State" shall mean the State of Florida. "Trustee".means such entity to be hereafter selected by the Board to amt as Trustee for the Program in accordance with the terms of the Indenture, and any successors or assigns. ARTICLE II THE COUNCIL Section Z.Ol. There is hereby created the FIRST MUNI- , CIPAL LOAN COUNCIL, an unincorporated nonprofit association under. Florida Law, none of the profits of which shall inure to the benefit of any private person. Section Z.02. The general purpose for which the Council is hereby create an organized is to assist the Public Agencies in developing and structuring programs and activities, including, without limitation, the Program, on behalf of and as the agent of the Public Agencies which increase the purchasing power of the Public Agencies, consider joint purchasing programs and to have such additional rights as herein and in the Interlocal Act pro- vided. _ r. -5- "'"6185 F~ 5~.:3 d ~. ~.'~;~OFFICIA'~'~R~COROS ~" Section 2.03.~~ The members of the Council shall consist of all of the Public Ageac.ies from time to time listed on Exhibit A herto. Any duly constituted Florida municipality or county may become a member by executing and delivering a signature page and a Resolution. ~, Section 2.04. The term of the Council shall be coinci- dental with the term of this Agreement. Upon the termination of the Council, all of its assets, if any, shall be distributed to its member Public Agencies•in accordance with their pro rata share of the Fund. Such•pro rata share shall be a percentage calculated based on the amount~of the Fund which has been desig- nated for a particular Public~Agency versus that amount desig- nated for all other Public Agencies participating in the Program. Neither the Council nor this Agreement shall be terminated while there are any outstanding obligations under this Agreement or incurred pursuant to this Agreement. ARTICLE III MEMBERSHIP AND THE BOARD OF DIRECTORS l Seotion 3.01. As provided in Section 2.02 hereof, mem- bership o the Council shall be made up of participating Cities and Counties. Each City and. County shall designate an elected public official from such City or County to represent it at meet- ings of the members (the."Representatives"). Section 3.02. The affairs, actions and duties of the Council sha a un~certaken by the Board of Directors. The Hoard shall consist of not less than one (1) nor more than five (5) elected public official(s), each one of which shall be appointed in the manner provided for in Section 3.03. Section .3.03. (a) Except as otherwise provided in sub- section ( ) o this Section 3.03, Directors shall serve three year terms. Directors may be reappointed, but no Director may serve more than two (2) full consecutive three year terms. The Directors shall be appointed in the following manner: (i) Two (2) Directors who shall be appointed by the President of the Florida League of Cities, Inc.;. and • (ii) Three (3) Directors shall be Representatives nomi- Hated by the Hoard of Directors. The Board of Directors shall notify all of its members of such nominations in the manner provided for in subsection (c) of this Section 3.03 and, unless (x) a majority of those Public Agencies, not otherwise in default, whose participation in the Program constitute a majority in dollar amount of all amounts then outstandinq~under all of the Participation Agreements and -6- ._~ '""~1~5 ;F~~ ~~4{ w <<. 'f.'0~~F1C1AL RE~CCRDS~ (y) a majority in number, of all the Public Agencies, shal l reject such nominations in the manner provided in subsec- tion (c) of~,this Section 3.03, said nominees shall, be appointed to•the Hoard. (b) The initial Hoard of Directors, their terms and addresses are as follows: Name Term Address Henry Cook 3 years* 1614 Atlantic University Councilman Circle Jacksonville, Florida Jacksonville, FL 32207 William S. Howell 3 years P.O. Drawer 25 Mayor Atlantic Beach, FL 32233 Atlantic Beach, Florida William A. Evers 2 years Caller Service 25015 Mayor Bradenton, FL 33506-5~ 15 Bradenton, Florida Lawrence J. Kelly 2 years P.O. Box 551 Mayor Daytona Beach, FL 32015-0551 Daytona Beach,. Florida . John H. Land e 1 year*` P,.O. Drawer 1229 Mayor Apopka, FL 32703 City of Apopka, Florida * The successor to this Director. to .be appointed in the manner provided in. paragraph (i) of subsection 3.03(a). (c) At least sixty (60) days prior to the time for appointment of a Director or Directors pursuant to paragraph (iii) of subsection 3.03(a), the Hoard shall mail to the members a ballot in substantially the following form: "You are hereby notified of an election of (a] Director[s] to the Hoard of Directors of the First • Municipal Loan Board pursuant to the provisions of paragraph (ii) of subsection 3.03(a) of the Interlocal Agreement. The present Board of Directors recommend the following individual[s] to serve in such capacity: [Name of Nominees and short biographical sketch] If you desire (a] different qualifying person[s] to be appointed to the Board, please check the box marked • v. -7- Ytll No next to (each of their) (his) name and provide a short biographical sketch desire to serve on the Board below. and list the name of the persons) you [NOT LESS UTHANSTHREE B~LWEEKS FROM THE DA TE OF MAILING ~ 19 ~~ WILL BE DEEMED TO HAVE GIVEN YOUR PROXY TO THE HOARD OF~YOU~ _ DIRECTORS TO APPOINT THE NOMINATIONS OF•T$E BOARD SPECIFIED $EREZN." Notice of appointments and nominations to the Board shall be sent by mail, postage prepaid, in the manner in which notices of meetings are given pursuant to Section 6.01 hereof. (d) In the event that the nominees of the Hoard for appointment of Directors pursuant to paragraph (iii) of subsection 3.03(a) are rejected by the members, the Board of Directors shall prepare ballots which shall be mailed, return addressed envelope enclosed, postage prepaid, to the members in the same manner in which notices of meetings are given pursuant to Section 601 here- of. Said ballot shall contain the _ `~~'ht) the n©~minations of the membersnominations of the Board persons listed on the ballots provided tosthe~eoardapursuanting to subsection 3.03(c) which at least ten percent (10$) of the members listed therein). The votes for each nominee must be separately counted and those persons receiving a plurality of votes from ballots returned to the Chairman within fifteen (15) days of the date of the mailing of the ballots shall serve on the Hoard. Section 3.04. Once a year,•and at such other time as may be necessary to~ill a vacancy, at a meeting of the Hoard called for the purpose•thereof, the Board of Directors shall select a Chairman and Vice-Chairman to conduct the meetings of the Board and to perform such other functions as herein pro- vided. Said Chairman and Vice-Chairman shall serve one (1) year terms unless they sooner resign pursuant to Section 3.09 or are otherwise removed pursuant to Section '3.05 hereof. Section 3.05. (a) Each Director shall be, at the time of his election an wring his tenure of office, an elected. public official of a Florida municipality or county, which, except for the initial Directors and Directors chosen pursuant to paragraph (i) of subsection 3.03(a), is a member. In the event any Director shall cease to be an elected or shall resign pursuant to Section 3.09 hereof,pshall beficial, removed from office pursuant to subsection 3.05 or shall vacate his office for any other reason, then his office shall thereupon ipso facto become vacant, and the Board shall forthwith select -8- . . w±613 ~c (~^]f ~iQFFIClAL f~ECOh'!~S .~ another elected public official to fill such vacancy in the manner provided in Sections 3.03 hereof. i (b) A Director may be removed at any time by either of the following methods: (i) the affirmative writ-ten action of (i) a majority of those Public Agencies, not otherwise in default, whose participation in the Program constitute a majority in dollar amount of all amounts then out- standing under all of the Public Agencies and (y) a majority in number, of all of the Public Agencies; or (ii) with cause, by majority vote of the Hoard. Section 3.06. The Administrator or his designee shall keep minutes o a 1 meetings, proceedings and acts of the Board of Directors, but such minutes need not be verbatim. Copies of all minutes of the Board of Directors shall be sent by the. Administrator o~ a designee to all Directors. Section 3.07. At any meeting of the Hoard of Directors at which action is to be•-taken a majority of the Hoard present at such meeting shall constitute a quorum and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. Section 3.08. The Board of Directors shall conduct the business o~an~~urther the purposes of the Council including, without limitation, the development, structuring and maintaining of the Program. In order to :sore effectively carry out its duties, the Board may delegate to the Administrator certain responsibilities and duties provided that the Board provide suf- ficient guidelines and criteria for the performance of such duties and responsibilities. 'The Chairman, the Vice-Chairman and the Administrator shall be permitted to take such action and sign such documents, including the Program Documents, on behalf of the Council and in furtherance of the purposes of this Agreement and the Program as shall be approved by resolution of the Board of Directors. ' Section 3.09. Any Director may resign from all duties or respons ilities hereunder, by giving at least sixty (60) days prior notice in writing sent by registered mail to the Chairman of the Board of Directors. Such notice shall state the date said designation shall take effect and such resigna- tion shall take effect on such date unless a successor Directo r • ~. -9- r i ~ ~ OFr~lCIAL h~CU~tDS ~'' shall gave been selected at an earlier date in the manner pre- scribed in Section 3.05, in which event such resignation shall take effect imm adiately upon the appointment of the successor Director. Any Director,~upon leaving office, shall forthwith turn over and deliver~to the Chairman of the Board of Directors, at the principal office of. the Council, any and all records, books, documents or,.dfher property in his possession or under his control which belongs to the Council and/or relates to the Program..' Section 3.10. A certificate or resolution signed by the Chairman:or Vice-Chairman shall be evidence of the action ` of the Board of Directors 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 3.11. The Oirectors may establish, from time to time, a reasona~e amount of compensation from the Fun or such other available moneys available to the Council to cover attendance'at meetings by the Hoard of Directors in the perfor- mance of the normal duties of a Director which compensation may include reimbursement for necessary expenses incurred in accordance with the terms of this Agreement. Section 3.12. No Director, agent, representative or employee ~ the Council shall be liable for any action taken pursuant to this Agreement in good faith or for an ommission except gross negligence, yr for any act of ommission or com- mission by any other Director, agent, representative or employee of the Council. The Hoard of Directors is hereby authorized and empowered to obtain, at the expense of the Fund, liability insurance fully protecting the respective Directors from any loss or expense incurred, including reasonable attorney's fees, for all acts of the Directors except bad faith and gross negli- gence. The Council hereby agrees to save, hold harmless and indemnify the Directors from any loss, damage or expense in- curred by said persons while acting in their .official capacity excepting bad faith and gross negligence. Section 3.13. The Board of Directors may employ and . consult with egal counsel concerning any questions which may arise with reference to~the duties and powers or with reference to any other matter pertaining to this Agreement or the Fund created hereby; and the opinion of such counsel shall be full -10- ~61~5 F~ ~8~~~ ~"~ YOI. FFICIAL RECORDS ~~, _. ---a• and complete authorization and protection in respect to any action taken or suffered by the Directors hereunder in good faith in accordance with the opinion of such counsel, and the Hoard of Directors shall not be liable therefor. ARTICLE IV THE BONDS Section 4.01. Pursuant to the provisions of the Inter- local Act, the Council may, upon approval of the Hoard of Directors, issue the Bonds to finance and refinance the Projects. The Bonds shall be issued upon such terms, containing such provi- sions, bearing interest at such lawful rate or rates, including variable rates, and supported by such Credit Supports to be issued by such Credit Institutions pursuant to such Credit Support Agree- ments, as may hereafter be established by the Hoard of Directors. Not-withstanding any other provisions hereof, no Bonds may be issued by therCouncil prior to the effective date of Section 163.01 (7)(d), Florida Statutes, 1985. Section 4.02. The proceeds from the original issuance of the Honks shal deposited in the Fund and used for such purposes and under such conditions as herein and in the Program Documents provided. . Section 4.03, Notwithstanding anything to the contrary herein or in the Program Documents provided, the Bonds shall not constitute "bonds" within the meaning of Article VII, Section 12 of the Constitution of Florida and are not required by said Con-. .. stitution and the Statutes.of Florida to be approved at an elec- tion of the qualified electors of the Public Agencies. The Bonds shall not constitute a general obligation of the Public Agencies or any one or combination of them, the State of Florida or any political subdivision thereof, or a lien upon any property owned by or situated within the territorial limits of the Public Agen- cies, the State of Florida or any political subdivision thereof. The holders of the Bonds shall not have the right to require or compel any exercise of the taxing power of any of the.Public Agen- cies, the State of Florida or any political subdivision thereof to pay the principal of, premium, if any, and interest on the Bonds or to make any other payments provided for under the Program Documents. Section 4.04. Prior to their issuance, the Bonds shall be validate Ln the manner provided in the Interlocal Act. .; ,, .; . i ~ -11- -- • ~. ~ -~; ~ . . ~~ OFFICIAL RECOROS~~~ ' Section 4.OS.Y, At such time as the Board shall hereafter determine, upon the advice and consent of nationally recognized municipal bond counsel, that there is sufficient additional need and desire by tY~ Cities and Counties of additional funds to finance and refinance Projects, the Council may issue Additional` Bonds to finance or refinance the same. The Additional Bonds shall contain such terms and provisions and be issued pursuant to such documents and agreements as may hereafter be approved by the Board at a regular or special meeting thereof called for such purpose. This right of issuance, upon the satisfaction of the conditions herein provided, shall be deemed an official action of the Council to authorize the issuance of said Additional Bonds. ARTICLE V ESTABLISHMENT AND PURPOSE OF FUND Section .5.01. Upon the issuance and sale of the Bonds, the Council shall cause the Trustee, pursuant to the Indenture, to create the Fund, the operation and administration of which shall be the responsibility of the Council and the Tr-ustee,who_ shah, act in,accordance with the terms and provisions of the Indenture. The Fund shall be administered for t2~e following uses and purposes: To provide a pool of funds for the financing and refinancing by the Public Agencies for up to thirty (30) years for the acquiring, con- struction, replacing, establishing, improving, maintaining, equipping and operating.. of the Projects for the accomplishment of public purposes within the State. Section 5.02. The Council shall also use-and apply or cause to be use and applied the Fund for the following purposes: A. To pay or provide for the payment of all reasonable and necessary expenses which may be incurred in connection with the establishment and financing of the Program, the employment of such administrative, legal, accounting and other expert and cleri- cal assistance, the leasing of such premises and the purchase or lease of such materials, supplies, and equipment as the Directors, in their discretion, may deem necessary or appropriate in the performance of their duties or the duties of the Trustee, the Administrator or any other agents or employees of the Program. -12- . ,,t ., '~, OFFICIAL RECORDS ~ . - .~" B. To establish and accumulate as part of the Fund an adequate reserve to carry out the purposes of the Fund. C. To pay any federal, state or local tax which may be properly imposed or levied against the Fund. D. To pay all reasonable expenses necessitated by the issuance of Bonds or Additional Honds pursuant to Article IV hereof . E. To pay all other reasonable fees and expenses of the Program as provided in the Program Documents. ARTICLE VI MISCELLANEOOS Section 6.01. The Board of Directors shall meet at least quarter y at a meeting called either b of the eoard,~~(ii) at the request of the Chairman,ao=a~`Ority vote request of the Administrator. Meetings shall be conductedlatasuche location as may be acceptable to the majority of the Board of Directors. The Chairman of the Board or the Administrator shall set the date, time, location and purpose of each meeting and notice thereof shall be furnished to each Director by the Admini- strator not less than fifteen (15) days prior to the date of such meeting. Such notice shall specify the date, time, location and purposes of such meeting and any action proposed to be taken thereat. Furthermore, such notice shall be directed to the Directors by mail to the address of such Directors as recorded in the offices of the Administrator. The Chairman of the Board may direct the Administrator to send the prerequisite notice for any meeting of the .Board otherwise called in accordance with the pro- visions hereof. Notice for any meetings of the members shall be provided in the same manner. Notice to the Representatives shall constitute notice to their respective Public Agencies. Section 6.02. Nothing contained herein shall be deemed to authorize the ~e3egation of the constitutional or statutory duties of the State or the Cities or any officers thereof. Section 6.03. A copy.of this Agreement, including all Exhibits ereto, sha31 be filed with the clerk of the circuit court of each county wherein a participating Public Agency is located. r -13- r ,, h, "'" 618 F~ g'~~. ~ _. OFF~ICIkL RE.CORD5~~ Section 6.04. All of the privileges and immunities from liability; exemptions from laws, ordinances and rules; and pen- sions and relied, disability, workers' compensation, and other benefits which apply to the activity of officers, agents or employ- ees of any public agents or employees of any of the Public Agencies when performing their respective functions within the territorial limits for their respective agencies shall apply to the same de- gree and extent to the performance of such functions and duties of such officers, agents, or employees extraterritorially under the provisions of this Interlocal Agreement. Section 6.05. This Agreement does not relieve a Public Agency of any obligation or responsibility imposed upon it by law except to the extent of actual and timely performance thereof by. one or more of the parties to this Agreement, the Administrator, the Tzustee or the Council, in which case the performance may be offered in satisfaction of the obligation or responsibility but only to the extent provided in the Program Documents. Section 6.Ofi. No Public Agency shall in any manner be 'obligated to pay, any debts, obligations or_liabilities arising as a result bf a~rf~ aZtions of the Council, the Directors or any -other agents, employees or representatives of the Council, except to the extent otherwise provided in their respective Participa- tion Agreements and neither the Council, the Directors or any other agents, employees or representatives of the Council have any authority or~power to otherwise obligate the Public Agencies in any manner. Section 6.07. This Agreement shall the date that two Pu lic Agencies have become This Agreement shall be binding only on those which execute and deliver signature pages and same are attached hereto as composite Exhibit their respective county pursuant to Section 3 VII. be effective from signatories hereto. Public Agencies Resolutions as the A, and recorded in of this Article Section 6.08. This Agreement may be.amended in writing at any time ~y -the concurrence of a majority vote at a meeting of the Board of Directors. However, this Agreement may not be amended so as to (i) permit any profits of the Council to inure to the benefit of any private person or to permit. the assets of the Council to be distributed to other than the members, (ii) change its purpose as set forth in Article II, (iii) permit the diversion or application of any of the money or other assets of the Fund for any purpose other than those specified herein or to affect the tax-exempt status of the Bonds or the Additional Bonds, or (iv) change or alter in any way the qualifications or terms of the Board of Directors -14- +;, y~61~5 pu pp Q~~ . ''~~'f lGIAL ~~~ORDS ,'' as set forth in Article III. Any proposed amendment must be submitted to the members at least ninety (90) days prior to its effective date in order to solicit their advice and comments regarding the s~tte. The Hoard of Directors shall take said advice and comments into consideration in determining the merits of any such amendment. The Board of Directors upon adoption of an amendment to this Agreement shall send a copy of any such amendment to the Representatives. Section 6.09. Whenever any words are used in these by- laws.in the masculine gender, they shall be construed as though they were also used in the Feminine or neuter gender in all situa- tions 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. Section 6.10. This Agreement shall be construed and governed y F on a aw. ~ ~ . IN WITNESS WHEREOF,this Interlocal Agreement has been executed b~ and on behalf of the authorized officers and repre- sentatives of the Public Agencies listed on Exhibit A attached hereto all as~of the date thereon designated. ~~ r. -15- '. ,, Y y'•~6135 Fc 82:3 : ~ , +~ OFFICIAL RECORDS ~` _...,~ COMPOSITE EXHIBIT A [TO CONSIST OF RESOLUTIONS AND SIGNATURE PAGES IN SUBSTANTIALLY THE FORM ATTACHED HERETO] ~ P. ''"6185 P~ 824 '%~OFFICIAL RECORDS *~ RESOLUTION N0. 86- 15 --~- -~•-._ .. _K A RESOLUTION APPROVING THE AUTHORIZATION AND EXECUTION OF AN INTERLOCAL AGREEMENT PROVIDING FOR THE CREATION OF A POOLED MUNICIPAL AND COUNTY LOAN PROGRAM FOR FINANCING AND REFINANCING OF QUALIFYING CAPITAL PROJECTS WHEREAS, the City of Atlantic Beach, a Florida municipal corpo- ration, has determined that there is a substantial need to obtain low-cost funds to finance and refinance the ongoing needs of Atlantic Beach for capital projects which will enable the City to provide its citizens with new services and facilities, and to continue to provide present services and facilities, which are necessary to maintain the quality of life of the inhabitants of the City of Atlantic Beach and the State of Florida; and WHEREAS, by pooling the needs of the City for such funds with the needs of other municipalities and counties in the State of Florida, a program can be developed which, due to its economies of scale; will enable the City to obtain such needed funds at the lowest possib~~`e cost and help tto alleviate the burden on the citizens and .tax payers of Atlantic Beach from. the cost of providing such necessary services and facilities; and WHEREAS, such a pooled municipal and county financing program can be accomplished by interested municipalities and counties in the State of Florida joining in an interlocal agreement in substantially the form now being considered before the City Commission, and pursuant thereto creating an entity to establish programs on behalf of and as the agent of the municipalities and counties entering. into the interlocal agree- ment; and WHEREAS, the City Commission of the City of Atlantic Beach, Florida, may desire to participate in such a program; NOW THEREFORE BE IT RESOLVED by the City Commission. of the City of Atlantic Beach, Florida as follows: Section 1. The proposed pooled municipal and county financing programs approved -and William S. Howell and Claude L.. Mullis, the Mayor and City Attorney, respectively, of the City of Atlantic Beach, are hereby directed to execute and deliver on behalf of the City of Atlantic Beach, a signature page in substantially the form attached hereto as Exhibit 1, and attach the same as part of composite Exhibit A, to the interlocal agreement, in order that the City may enter into the interlo- cal agreement with other participating municipalities and counties in the State of Florida and participate, to the extent to be hereafter approved by Resolution, in said pooled financing programs. • i ~'~-615 P~• ~ , ~5 ~ OFFICIAL HECURDS >` Section 2. The City of Atlantic Beach is entering into the interlocal agreement to more effectively perform its service function relating to the provision of adequate services and facilities constitut- ing qualifying capital pro3ects for the inhabitants of the City of Atlantic Beach. Section 3. The interlocal agreement shall in no way be inter- preted to authorize the delegation of the constitutional and statutory duties of the City of Atlantic Beach or the City Commission, nor in any way obligate the City of Atlantic .Beach for any debt, obligation or liability, except to the extent as may hereafter be approved through the execution and delivery of a participation agreement whereby the City would actually draw down funds from the program to finance or refinance the City's capital project needs. Adopted by the City Commission August 25, 1986 * ~ ~ ~ * * ~ ~' k ~'• William S. Howell, Mayor, Presiding Officer Approved as to Form and Correctness: ~` . laude L. Mullis, City At orney ~6t •~s• JJ~ ~~ '~~~.del~~de ~~~ ducker City Clerk ij . ~ Cd . '1 ~ . t?w::~~~iroi~tiyt~~, ...- V~ 6'~;.~~ PG , EXHIBIT 1 ~, pFF 8~6 "-.,~„ ~.~~AL, RECORps ,~ y ,,r '. 3; '.. is { ~' i.~' ,: i; =,~ ~t a Pursuant to Resolution 86-15 of the .City Commission of the City of Atlantic Beach dated August 25, 1986, and attached hereto, the under- signed William S. Howell and Claude L. Mullis, the Mayor and City Attorney, respectively, of the City of Atlantic Beach, do hereby execute this signature page on behalf of the City of Atlantic Beach and author- ize the attachment of the same to that certain Interlocal Agreement by and among the City of Atlantic Beach and certain other duly constituted Florida municipalities and counties (collectively, the "Public Agencies") pursuant to which the Public Agencies have created the First Municipal Loan Board, an unincorporated association of Florida munic- ipalities and counties (the "Council"), for the puxposes and with such authority to act on behalf of and as the agent for the Public Agencies as in the Interlocal Agreement provided. The Board of Directors is hereby authorized in accordance with the provisions of the Resolution and the Interlocal Agreement to attach this signature page as a part of Composite Exhibit A to the Interlocal Agreement as evidence of the execution of said Interlocal Agree~ent by the City o,f Atlantic Beach and the agreement of the City of Atlantic Beach to b~ bound by all of the terms thereof. IN WITNESS.WHEREOF, the undersigned have set their hand and im- pressed hereon the official seal of the City of Atlantic Beach this 26th day of August, 1986. ,r,-,.rtr~tt x ;; •. Attorney i BY• illiam S. Howell Mayor auc Zt ~ ~a PM's E~;;: R, •;i',r f.,~~Al C~1UlltY.~lA. h , _, r ~.. _,~, n., THE CITY OF ATLANTIC BEACH STATE OF FLORIDA COUNTY OF DUVAL I, S. MORGAN SLAUGHTER, Clerk of the Circuit Court, Duval County, Florida, do hereby certify that the foregoing is a true and correct photostatic copy of the record of a certain instrument as the same appears recorded in ..---•-----------------OFFICIAL RECORDS VOLUME - - ------------------------------------------------------------- Book 6185------.at Page----808 - of the Public Records of Duval County, Florida. Witness my hand and seal of office at Jacksonville, Florida, this the 28th day of-----------------`~UGUST--------------...-•-----------------A. D. 1986_.... ~~~~~~:~d~`~ ~~ ~~~i~ ,~ ~~~~ ,W~ ., .,u < ~ 4 s a t t~ t fit. ~~`~• {y~ .~' }1~ * ca1}~ ~f'ti. 3 ~,,,y fit, c ~' a r. ' z f` ~~ .. ~ ~ {mss ~ yv..l 4 ~ u t. ~ ~ . t. _ ,. .,. ~, :v . 54~ `' 1 lf~. ~ } t S. MORGAN SLAUGHTER, Clerk Circuit Cs t /~ B ---- ~~~~-~-.~'~b rr~'-------- - "I y ................... Deputy Clerk PS-1011