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First Municipal Loan Program v pue :saTzzed ;Tons ;o ;sauaq au; zt' put' To ;Teuaq uo panstT aq o; spuoq Mons 'zoy au; o; zuenssnd sZoaCosd Te;Tdeo aoueuI;es pue aout'ut; oa spuoq anuanas enssT o; suamaasbe , uons o; saT;sed au; 3o ssamod uommoo au; asTosaxa o; b;Tzua BAT; -rSZETuTurpe so Tt'baT a;rsrdas a a;easo os 'zuemaasbe TeooTzasuT me o; supnssnd 'saTouaby oTTgnd aus azTsouzne az sov TeooTse;uI au; papuamt' ' S86I 'T sagosoo ant2a;;a •set asnzeTsTba,/ epTsoT3 au; 'rPTsoTL 70 ZPt" 'SS-SP Ta;dt't suenssnd 'S HM pue ( .,;o*d au; 'ATanT;oaTToo ) sash;e;5 t'pPsol3 'saTzunoo 3o asto au; uT ' SZT sa;dein go I zsed so 'saT;TTt'dToTunm go aseo au; ut ' 991 sa;dein go II ;sed pup 651 sazdeuJ go I ;std oz ;ut'nssnd sasodsnd oTTgnd so; ' saTouaSy oTTgnd au; ;o anuanas xr; Tesaue6 so ';Tpaso 'Issadosd au; abpaTd sou op uoTum pue Assado.d Teuossad aTgTbut'; so Teas uo saxes masoTen pe urq; sauso saosnos mos; panTsap sanuanas eros; aTgeArd suoTsebTTgo anss7 pup sueoT roes;u.00 'spun; rossoq oz Barad atp set{ satoua5y oTTgnd au; go ;pea 'Synimm pue • :saT;Turmmzoo TrooT ;o zaamdo-Tanap pue spaau aqz buTousnTguT sso;op; sauso pup 'uoTZeTndod 'oTmouooa 'oTudesboab uzTn ;saq sps000e zeu; UOTzeZTUe5so Te;uamusano6 go smso; o; suenssnd put' sauuem a uT saT;TTTot' pup saoTnzas aprnosd o; Agasau; pup abe;ut'npe Ten;ntu go sTseq a uo saT;TTeooT sauso u;Tr, a;esad000 o; wawa buTTgeua Aq ssamod :Tau; go esn auaTor33a ssom au; axem 0; s;Tun Tesuamusanob TrooT aTgeue oa sapso u7 FTasesedas esTosexa zubTm toes uoTum put' Uommoo uT aseus satoua5t' Mons uoTum sTsou;ne so 'abeTTntsd 'samod cue ase;S au; ;o Touabr oTTgnd sauao Aue ustr: SIT;uToC asTo -saxa a; a;e;E az ; go bouabe oTTgnd AU? s;Tmsad ( „ZoV TYOQTia;ul„ au; ) pepuaurt' sr 'sasnzegE . spTso13 ' EgT sasdruj go I ;sed buTaq ' 6961 30 zoy uoTgesadzQQ TeooT2$guS rprsot. ams 'SymizHM =H S S S S 3 N S I M (Msu0T4nTosaiM ,attZ ) v ;TQTtTr e;Tsodmoo se ozasau p'nuoes;e sabed asn;t'u5ts put' sutrTznTosas uons 'A;uno0 so s;TD eons uora go dpoq buTusanob au; go sucTsnTosas au; pup sanT;esuesaidas pazTsouzne ITnp sTaus 3o sasnst'ubts au; paouapTna buTaq sucin -aasby ETu; uT uoTsedTot;sPd sTau; '30asatt; uoTsTnTpgns Tr TsTTod p buTaq VpIsoT3 3o ast'sS et;; uT paseooT Asunoo r so 'epTsoTa go asers au; ;0 npT au; sapun pazTurbso u0Ts.Esodsoo TedTOTun1u v sa;nTssuoo uoTtpt go auo gore .' ( MsaTouaby dTTgndM so „Louab' oTTgnd. aq; ) o asau pauoSsr V 4TOTtx3 UT Pals-TT EU0T4n;TssuT au; Aq pup ..sa;ep aqz .uo osuT pasasua put' ape= alawasyDy wyupoile N` O'I 7V610111IIY+ SSHI3 SSIZID aO 3rotra7 3HI. DNIS D • 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, ' FORE, in consideration of the premises and the mutual covenants herein and in fhe_Resolutions contained, it is mutually agreed and understood 3g_and among the Public Agencies that now have or may hereafter -exeite 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 created and charged with the structuring of the Program as follows: • ARTICLE I DEFINITIONS The following definitions shall govern-±ha -iaterprata- 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- "Board" or "Board of Directors" shall mean the Board of Directors of the Council, such Board 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 Program 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. • "Council" shall meth .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 ) a Resolution, and ( ii ) this Agreement. Each County shall be bound by the terms of the Agreement until such tithe as it no longer has any obligations . under the Program. ."Credit Institutions" shall-.mean such institution or institutions hereafter selected by -the Board. 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, -3- • 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 teems thereof. The Indentur e shall be in such form and contain such provisions, covenants , represen- tations and restrictions as shall hereafter be approved by the Board. ".Interlocal Act" 'means the Florida Interlocal Cooperation Act of 1969 , being Part • I of Chapter 163 , - Fiorida. Statutes , as amended, including, without limitation, Section 163 . 01(7 ) (d) of_ the Interlocal Act at such time• as the same becomes effective. . "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 shall be in the form prescribed . by the Board of Directors 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- went and the Program Documents , pursuant to- which costs of the Projects will be financed, refinanced or reimbursed through the issuance of the Bonds 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 Bonds 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 Administrator, 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 Board. "Program Documents" shall mean, collectively, the Inden- ture, the Participation Agreements, the Program Administration -4- - Agreement, the Credit Support Agreements and such other agree- ments, opinions of counsel and certificates as the Board 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 "projects" as such term is defined in Section 166 . 101( 8 ) , in the case of the Cities , Section 125. 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 nrCounty 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 selectdd by the Board to act as Trustee for the Program in accordance with the terms of the Indenture, and any successors or assigns. ARTICLE IZ THE COUNCIL Section 2 . 01. 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 2 . 02. The general purpose for which the Council is hereby created and 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. • -5- Section 2. 03 . The members of the Council shall con- sist of all of the Public Agencies from time to time listed on Exhibit A hereto. 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 co- incidental 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 designated for all other Public Agencies participating in the Program. • ARTICLE III ME.M.BERSHIP AND THE BOARD OF DIRECTORS Section 3 . 01 . As provided in Section 2 . 02 hereof, member,- ship ember=ship of 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 meetings of the members ( the "Representatives" ) . Section 3 . 02. The affairs, actions and duties of the Council shall be undertaken by the Board of Directors . The Board shall consist of not .less than one ( 1) nor more than five ( 5) elected public nffioial( s ) , each one of which shall be au_ - paiat in .the manner nrnvided.for in Section 3.D3. Section 3.D3. (a) Except as otherwise provided in subsection ( b) of 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 nom- inated by the Board 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 outstanding under all of the Participation Agreements and -6- (y) a majority in number, of all the Public Agencies, shall reject such nominations in the manner provided in subsec- tion (c) of this Section 3.03, said nominees gha1l be appointed to the Board. (b) The initial Board 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 322D7 William S. Howell 3 years P.D. Drawer 25 Mayor. Atlantic Beach, FL 32233 Atlantic Beach Florida William A. Evers 2 years Caller Service 25113.5 Mayor Bradenton,_ FL 33506-5015 Bradenton, Florida Lawrence J. Kelly 2 years P.O. Box 551 Mayor Daytona Beach, FL 32015-0551 Daytona Beach, Florida John H. Land 1 year* P.O. Drawer 1229 Mayor Apopka, FL 32703 .rite of Apopka, Florida * The successor to this Director to be appointed in . the manner provided in paragraph (i) of subsection 3.03(a) . ° 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 Board 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 Board 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 individualjs1 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 -7- "No" next to ( each of their ) (his ) name and list the name and provide a short biographical sketch of the persons ] you desire to serve on the Board below. • UNLESS THIS BALLOT IS RETURNED BY , 19 (NOT LESS THAN 1'aREE ( 3 ) WEEKS FROM THE ,DATE OF MAILING1YOU WILL BE DEEMED TO HAVE GIVEN YOUR PROXY TO THE BOARD OF DIRECTORS TO APPOINT THE NOMINATIONS OF THE BOARD SPECIFIED HEREIN. " 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 Board 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 6.01' he-re- of . Said ballot shall contain the ( i ) nominations of the Board and ( ii ) the nominations of the members ( said nominations being : persons listed on the ballots provided to the 3card pursuant to subsection 3 . 03 ( c) which at least ten percent C10% ) 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 . 3card. . Section 3. 04 . Once a year, and at such other time as • may be necessary to fill a vacancy., at a meeting of the Board • 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 and during 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 public official, or shall resign pursuant to Section 3 . 09 hereof, shall be 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- another elected public official to fill such vacancy in the manner provided in Sections 3 . 03 hereof . ( b) A Director may be removed at any time by either of the following methods : ( i ) the affirmative written 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 Board. Section 3_06. The Administrator or his designee shall keep minutes of all meetings, proceeding 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 or-a -designee to all Directors. • Section 3 . 07 . At any meeting of the Board of Directors at which action is to be taken a majority of the Board 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 of and further the purposes of the Council including, without limitation, the development, structuring and maintaining of the Program. In order to more effectively carry- out its -" • duties, the Board may delegate to the Administrator certain • responsibilities and duties provided that the Bcard. 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 responsibilities 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 Director _9- • -oT- TTn3 aq Treus Tasunao tons ;a uoTtrTdc au; pup :Agazaq p3aeazo pun? aua zo zuemaa15v sTua co; 5uTuTPazad. zaaaem zat-ao 'ue oa aouaza;az uaTe, 20 szamod puE satanp au; oz a0uaza;az uaTm esTar 'Pm uoTum suotasanb AUE buTuaaouco Tasunoo Te5aT uaTM arnsuco pur dOTdma AETI 520a0a2TQ 30 p2PoE aul • ET • E uot43aS •aoue5TT6au ssozb puE uaTr pet buTadamxa 'oTOPdPo TPT3T;;o 2Taua uT 6uTaoP aTTum suoszad pTes 'q pazzn3 -uT asuadxa 20 abpmtp ' ssoT Alit' moa; szozoa2TQ au; A;TumapuT pup sseTmaPu pTou 'anes oa saaabe 'gaaau TTouno0 ats •aoua6 -TTbau SSOab puE tats; peg adaoxa 520a3a2TQ au; ;0 Sz3P TTP so; ' sae; s ,'au2ozat aTgeuosEa2 buTpnTouT 'paz2nouT asuadxa zo ssoT 'Cur mos; saoz3aaTc anTaoadsa; auz buTaoaaozd 'TTn3 aoutznsuT AaTTTgrTT 'pun,q au; ;o asuadxa au; or 'uTEago ca pazamoda;a pup pazTaouans 'ga2aq sT saoaoaaTQ 3o p2Pog aus 'TToun0 aua ;o aa'oTdma zo aATaEauasezda2 'zua5Q 'soz3a3TQ zauao due Aq uoTssTm -moo 20 UOTSSTM=0 3o zor LUP 10; 20 '8311a6TTbaU 55025 adaoxa u0TSSTmmo ur 20; zo up Te; poo5 uT auamaaibil sTua cz auensznd uaxr; U0T;OP zo; aTgETT aq TTeus TTounc0 au; zo aa'°Tdma 20 anTaeauesaadaz 'auabt ' zozoazTQ oN ' ZT ' E uOT43eS • auamaaaby 5T14; ;o smzaa aua uaTr, aourp2000e uT pa?2nouT sasuadxa 'aessaoau 203 auemasznqu:taa apnTouT 'Pui uoTaesuadu:oo toTur. 2oaoazTQ E ;o saTanp Trmaou au; ;o aouPm zo;sad au; UT 520aoa2TQ ;0 p2Pog au; 'c, sbutaaam aP aouPpuaaaP zancp ca TTouncD au; oa aTgeTTEAE s'auom aTurTTEAP zauao uons zo pun; aua mo23 uCTaesuadu^co ;o aunom2 aTgPUOSEaa r 'amTa oa aorta mos; 'usTTgEasa 'em 's20a3a2TQ at;Z •TT ' E uoT43as .ansa aq oa pamnsaad aq 'TantsnT3uao TTets uTaaauz paapas. sza;zew pup some; TTe •asTMaxT7 .•oTauauane aq 03 pamnsazd aq 'TanrsnTmuao TTeus paubts os auamnzasuT zat=ac 20 uOTznTosaa 'earoTITzzao limns 'uE puE sac:Ina:7c 3o pzeos GU; ;o uoTaOP au; ;co a0uepina aq TTEus uEm2T2up-aoT/ 20 uPm1TPup au; 'q paubts uoTanTosaa zo azPOT;Taaao y •.pT • F u )T;Das •mPz502d au; oa. saaETaz zo/pup TTouncD aua 0a sbuoTaq poTur. Tozauoo 5Tu zapun zo uoTssassOd sT4 uT 'zzadoad zauao zo sauaurnoop ' sxooq ' spzc3a2 TTP pus 'lie 'TTmunOJ au; 3a aoT;3o TPdTouT2d au; aE 'Sao23a2TC ;o pzeoE au; 3o uemaTPt,-J aua oz 2aATTap puE zano ulna uaTMuaae; TTets 'aoT;;O buTneat uodn ' 2ea3a2TQ duy •zCzoa2TQ 2ossaoons au; ;o zuamautoddP eq; uodn 'TeaSTpammT aoa;za axr; TTPus uoTaPubtsaa uons ;liana uoTum uT ' SO • E u0Taoas uT pagT.3s -aad zauuPm 814; UT a;rp zaTT2Ea lie or pazoaTes .uaag aAt4 TTeus 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 Board of Directors shall not be liable therefor. ARTICLE IV "_'?E BONDS • Section 4 . 01. Pursuant to the provisions of the Inter- local Act, the Council may, upon approval of the Board of Directors, issue the Borids 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 esta.olished by the Board of Directors. Not-withstanding any other provisions hereof, no Bonds may be • issued by the Council prior to the efective date of Section 163 . 01 ( 7) (d) , Florida Statutes , 198th . Section 4 . 02 . The proceeds from the original issuance of the Bonds shall be 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 Bands 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 validated in the manner provided in the Interlocal Act. -11- • Section 4. 05 . 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 the 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, upbn 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 snail 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 Trustee who • shall act in accordance with the terms and provisions of the Indenture. The Fund shall be administered for the 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, mair1taining, equipping and operating of the Projects for the accomplishment of public purposes within the State. Section 5 . 02 . The Counci1 shall also use and apply or cause to be used 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- 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 Bonds pursuant to Article IV hereof . E. To pay all other reasonable fees and expenses of the Program asprovided in the Program Documents. ARTICLE VI MISCELLANEOCS Section 6 . 01. The Board- of Directors shall meet at least quarterly at a meeting called either by ( i ) a majority vote • of the Board, ( ii ) at the request of the Chairman, or ( iii ) at the request of the Administrator . Meetings shall be conducted at such . 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 diT;gation 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 hereto, shall be filed with the clerk of the circuit court of each county wherein a participating Public Agency is located. • -13- Section 6 . 04 . All of the privileges and immunities from liability; exemptions from laws , ordinances and rules ; and pen- sions and relief , 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, br employees extraterritorially under the provisions of this Interlocal Agreement. Section 6 . 05 . This Agree: ent 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 Trustee 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 . 06 . No Public Agency shall in any manner be obligated to pay any debts, obligations or liabilities . arising as a result of any actions 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 5 . 07. This Agreement shall be effective from the date that two Public Agencies have become signatories hereto. This Agreement shall be binding only on those Public Agencies which execute and deliver signature pages and Resolutions as the same are attached hereto as composite Exhibit A, and recorded in their respective county pursuant to Section 3 of this Article VII . Section 6 . 08 . This Agreement may be amended in writing at any time by 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- • 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 same. The Board 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 by Florida law. IN WITNESS WHEREOF, this Interlocal Agreement has been - _ executed by 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. • • -15- COMPOSITE EXHIBIT A [TO CONSIST OF RESOLUTIONS AND SIGNATURE PAGES IN SUBSTANTIALLY THE FORM ATTACHED HERETO]