Loading...
97-22506 RESO RESOLUTION NO, 97-22506 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA APPROVING THE FORM OF THE CHANGES TO THE INTERLOCAL AGREEMENT OF THE SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION; AUTHORIZING THE APPROPRIATE OFFICIALS TO APPROVE CERTAIN CHANGES, INSERTIONS, ADDITIONS AND DELETIONS TO SUCH DOCUMENTS; APPROVING LOCAL GOVERNMENTAL UNITS FOR MEMBERSHIP TO THE SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION; AUTHORIZING THE USE OF THE EXCESS INTEREST INCOME FROM THE SUNSHINE ST ATE GOVERNMENT AL FINANCING COMMISSION'S SECONDARY ACCOUNT AND DEBT SERVICE RESERVE TO FUND A NEW COMMERCIAL PAPER PROGRAM; PROVIDING CERTAIN OTHER DETAILS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, certain participating counties and cities (the "Members") have created the Sunshine State Governmental Financing Commission (the "Commission") pursuant to a certain Interlocal Agreement and Chapter 164, Part I, Florida Statutes, for the purpose of issuing its revenue bonds and commercial paper to make loans for qualified projects; and WHEREAS, the Commission desires to amend the Interlocal Agreement dated November 11, 1985, as amended, and the Members desire to approve the amendments in the best interest of the Commission and the Members; and WHEREAS, it is in the best interest of the Commission and the Members to approve the following local governmental units as members of the Commission: the Cities of Fort Lauderdale, West Palm Beach, Jacksonville, Daytona Beach, Coral Springs and Naples. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, as follows: SECTION 1. The City Commission of the City of Miami Beach, Florida (the "City") approves the Interlocal Agreement in substantially the form attached hereto as Exhibit A. SECTION 2. The Mayor is hereby authorized to execute the Interlocal Agreement in substantially the form attached hereto with such changes, insertions, additions and deletions as may be approved by the Mayor, the execution thereof being conclusive evidence of such approval. SECTION 3, The City hereby approves the following local governmental units for membership in the Commission: the Cities of Fort Lauderdale, West Palm Beach, Jacksonville, Daytona Beach, Coral Springs and Naples, SECTION 4, The City hereby authorizes the Finance Director to instruct the Trustee to withhold distribution of the excess interest earnings from the Commission's secondary account and the debt service reserve fund and apply such funds to the financing of a new commercial paper program. SECTION 5, This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 10th day of September, 1997. ~d' ~~ ATTEST: City Clerk APPROVED A5 TO FORM & LANGUAGE & FOR EXECUnON ~ City A 9/Zr.1;/7 Date' CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 OFFICE OF THE CITY MANAGER COMMISSION MEMORANDUM NO, 5'-1-'11 TELEPHONE: (305) 673-7010 FAX: (305) 673-7782 TO: Mayor Seymour Gelber and Members of the City Commission DATE: September 10, 1997 FROM: Murray H, Dubbin C)ff';gl\.. City Attorney Jose Garcia-Pedrosa f{ City Manager RESOLUTION APPROVING CHANGES WITH INTERLOCAL AGREEMENT OF THE SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION; APPROVING LOCAL GOVERNMENTAL UNITS FOR MEMBERSHIP TO SAID COMMISSION; AND AUTHORIZING THE USE OF EXCESS INTEREST INCOME FROM SAID COMMISSION'S SECONDARY ACCOUNT AND DEBT SERVICE RESERVE TO FUND A NEW COMMERCIAL PAPER PROGRAM. SUBJECT: ADMINISTRATION RECOMMENDATION Approve the Resolution, BACKGROUND The Sunshine State Governmental Financing Commission ("SSGFC") was created to provide a limited number of high quality issuers access to the tax-exempt variable paper market more efficiently on a group basis than could be done individually, In 1986, the SSGFC sold $300 million of variable rate bonds and loaned the proceeds to qualifying cities and counties in Florida, The program was very successful and all of the proceeds were lent within sixteen (16) months. The City of Miami Beach has borrowed from SSGFC in the past and may do so again in the future, With all of the proceeds of the initial offering lent out, the SSGFC, in 1992, requested each of its participants to instruct the SSGFC Trustee to withhold the interest earnings from the reserve fund and rebate fund to be used to pay the cost of creating a second program, In 1994, the SSGFC initiated its second variable rate loan program and has executed approximately $250 million in loans during the past 3 years, Agenda Item ~ 1 L Date 9-\D-TI- SSGFC is interested in creating a third program and again is asking its participants to fund this program in the same manner it did for the second program. Assuming that loans are originated from this program, the City will not only benefit in its ability to participate, but in a return on its investment. If, however, there are no borrowers, there will be no return on our funding. SSGFC is asking each of its members to adopt the attached resolution approving the amendments to the interlocal agreement. There are several changes, most of which are non substantive, and would be classified as clean-up or cosmetic, A blacklined copy of the interlocal agreement is attached hereto for reference purposes, A couple of the changes are more substantive and are highlighted below: . The participants in the program are currently limited to cities and counties, which was imposed upon the SSGFC by State Statute at the time of creation, State Statutes have been amended to allow independent districts to participate, and the interlocal agreement, as proposed, would allow independent districts meeting all other requirements to participate. . The interlocal agreement provides that new members can only be added by each of the participating members amending their interlocal agreement to add participants; this is slow and cumbersome. The proposed changes provide that new participants can be added by a vote of the SSGFC Board of Directors, subject to giving each participating government 30 days' notice. If any existing participant provides notice to SSGFC indicating they would not want to see the new participant added, the Board shall be precluded from adding the participant as a member. . The current size of the Board is five (5) members. The proposed amendments provide that the membership can increase the size of the board to seven (7) members by a two-thirds (2/3) vote of the members present at the annual meeting. ANAL YSIS The proposed changes to the Interlocal Agreement will benefit the City by giving SSGFC greater latitude in adding new members and in other governance related issues, In addition, the proposed commercial paper program will provide the City with another financing option for its capital spending program, CONCLUSION There is no negative financial impact associated with amending the interlocal agreement. The application of the excess interest earnings to the creation of a new program will, during the development period, increase the interest rates on loans by approximately ,001 %, The proposed commercial paper program will provide the City with another facility for financing capital projects in the future. The primary advantage of access to a commercial paper program is that the maturity of the paper is always less than 270 days, so the interest rate is in the lowest part of the yield curve, It is in the best interest of the City that the attached Resolution be adopted by the City Commission, F:IA TTOILEVLICOMMMEMOISUNSHINE.INT THIS INTERLOCAL AGREEMENT (the "Agreement") dated as of November 11, 1985 entered into by and among a limited number of local governmental units executing this Agreement, each one constituting either a municipal corporation organized under the laws of the State of Florida or a County located in the State of Florida being a political subdivision thereof and both constituting public agencies under Part I of Chapter 163, Florida Statutes (the "Governmental Units") and initially between the City of Tallahassee, Florida, and the City of Orlando, Florida, with their participation evidenced by the signatures of their authorized representatives; WIT N E SSE T H: WHEREAS, each of the Governmental Units have the power to borrow funds, contract loans and issue bonds, for public purposes pursuant to Part I of Chapter 159, Florida Statutes, as amended, Part II of Chapter 166, Florida Statutes, as amended, and Part I of Chapter 125, Florida Statutes, as amended, (COllectively, the "Act"); and WHEREAS, Part I of Chapter 163, Florida Statutes, as amended (the "Interlocal Act"), permits the Governmental Units, as public agencies under the Interlocal Act, to enter into inter local agreements with each other to jointly exercise any power, privilege or authority which such Governmental Units share in common and which each might exercise separately permitting the Governmental Units 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 accords best with geographic, economic, population and other factors influencing the needs and development of such Governmental Units; and WHEREAS, Chapter 85-5'5, Laws of Florida, authorizes the Governmental Units, pursuant to an interlocal agreement, to create a separate legal entity to exercise the common power of the Governmental Units to issue revenue bonds for the purpose of financing or refinancing qualifying projects pursuant to the Act; and WHEREAS, the City of Tallahassee and the City of Orlando have, pursuant to resolutions (the "Resolutions") duly adopted on November 13, 1985 and November 11, 1985, respectively, determined that there is a substantial need to create such a legal entity to administer a limited inter local governmental loan program (the "Program") which will provide funds for such projects. +Cem~eBite feFm of Iaterlecal A~reemeat "Exhibit A" NOW, THEREFORE, in consideration of the mutual covenants herein and in the Resolutions therein, it is mutually agreed and understood by and among the Governmental Units that now execute this Agreement, the Sunshine State Governmental Financing Commission, a legal entity and public body corporate and politic (the "Commission") is hereby created and charged with the structuring of the Program as follows: ARTICLE I DEFINITIONS The following definitions shall govern the interpretation of this 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. "Agreement" shall mean this Interlocal Agreement, including any amendments or supplements hereto, executed and delivered in accordance with the terms hereof. "Bonds" shall mean the Bonds issued by the Commission pursuant to Section 4.01 of this Agreement, the proceeds from the sale of which shall be deposited and disbursed to the Governmental Units and other municipalities and counties in the State (regardless of whether such municipalities and counties become members of the Commission) pursuant to the terms of the Indenture, the Loan Agreements and other Program Documents. "City" ahall Bleaa theBe municipalitieB which eKecute thia 1'4reemeat aae th~reey a~ree te Be Be~e BY ita t~rms ~til auch time aB it 8e lea~~r has aay eeli~atieas Ufteer the Pre~ram. "Commission" shall mean the Sunshine State Governmental Financing Commission, a legal entity and a public body corporate and politic created pursuant to the provisions of this Agreement. "County" shall mean those counties which execute this Agreement and thereby agree to be bound by its terms' uatil aueh time aB it Be l6fl.~er haa afl.Y eeli~ati6fl.a under the rre~ram. "Executive Director" shall mean that person selected and designated by the Commission to administer the Program pursuant to the provisions of this Agreement. 2 "Governmental Units" shall mean any ~ Public Aqency, Municipality or County, or any combination thereof, participating in the Program. Notwithstanding this definition of "Governmental Units," citica and countica in thia State Public Aqencies, Municipalities and Counties may participate in the Program and borrow proceeds of the Bonds, regardless of whether such Governmental Units become members of the Commission. "Indenture" shall mean a certain Trust Indenture 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 shall be in such form and contain such provisions, covenants, representations and restrictions as shall hereafter be approved by the Commission. "Interlocal Act" shall mean Part I of Chapter 163, Florida Statutes, as amended. "Loan" means an amount equal to the outstanding balance under a particular Loan Agreement. "Loan Agreement" or "Loan Agreements" shall mean the loan agreements, including the exhibits attached thereto, which the Governmental Unit shall execute prior to obtaining a loan from the Commission, which loan agreement shall be in the form prescribed by the Commission and which shall require the Governmental Unit to be bound by the terms of this Agreement. "Member" or "Members" shall mean that Governmental unit which is a duly authorized partieipaat ef thia rr6~ram member o~ the Commission pursuant to the provisions of this Agreement. Each Ucmeer shall ee BOaRa BY the teE1llS of this 1\.fJrecmeat until slieh time as it ae lea,er has aay aeli,ations er aeets Qutstaadin, liaser this Pre,ram. ~Municipality. shall mean those municipalities which execute this Aqreement and thereby agree to be . bound by it. terma. "Pro Rata Share" shall mean a fraction, the numerator of which is the outstanding principal amount of the Loan with regard to a particular Governmental Unit and the denominator of which is the sum of the outstanding principal amounts of all Loans of the commission. "Program" shall mean the Program of the Commission created and structured pursuant to the terms and conditions of this Agreement and the Program Documents, pursuant to which costs of the Projects will be financed or refinanced through the issuance of the Bonds. 3 "Program Documents" shall mean, collectively, the Indenture, the Loan Agreement and such other agreements, opinions of counsel and certificates as the Commission shall deem appropriate. "Project" shall mean a governmental undertaking approved by the governing body of a Governmental Unit for a public purpose including the refunding of any bonded indebtedness. ~Public Aqency. shall have the same meaninq as set ~orth in Section 163.01(3) (b), Florida Statutes, as amended ~rom time to time. "Public Official" shall mean the Chief Executive Officer, the Chief Financial officer, an elected or appointed public official or employee of the respective Government Unit. "Representative" shall mean that public official appointed by a Governmental Unit to serve on the Commission. "Resolutions" shall mean those resolutions duly adopted by the Governmental Unit authorizing the participation of such Governmental Unit in the Program pursuant to the provisions of this Agreement. "State" shall mean the State of Florida. "Trustee" shall mean such entity to be hereafter selected by the Commission to act as Trustee for the Program in accordance with the terms of the Indenture, and any successor or assigns. Whenever any words are used in this Agreement in the masculine gender, they shall be construed as though they were also used in the feminine or neuter gender in all situations where they would so apply, and whenever any words are used in this Agreement in the singular form, they shall be construed as though they were also used in the plural form in all situations,where they would so apply. 4 ARTICLE II THE COMMISSION Section 2.01. Creation. There is hereby created the Sunshine State Governmental Financing Commission, a legal entity and a public body corporate and politic the membership of which consists or shall consist only of participating municipalities or counties existing under the laws of the State of Florida. Section 2. 02 ~ Purpose and Powers. The purpose of the Commission is to enable a limited number of participating Governmental Units and other municipalities and counties in this State (regardless of whether they become members of the Commission), who regularly undertake Projects requiring significant debt financing with similar substantial credit worthiness and high investment grade ratings by nationally recognized rating agencies, to benefit from the economies of scale associated with large scale financings which may otherwise be unrealized if separate financings were undertaken, to assist the Governmental Units and other municipalities and counties in this State (regardless of whether they become members of the Commission) in developing and structuring financial programs and activities such as the Program, which will provide essential services and functions at lower costs to inhabitants and to undertake such other purposes as permitted by law, including but not necessarily limited to one or more pooled investment programs (pension or other) and one or more pooled, insurance and/or reinsurance programs developed for the benefit of the participants therein and furthermore including the issuance of bonds or other debt obligations, the interest on which mayor may not be excluded from gross income of the holders thereof for purposes of federal income taxation. In t'urtherance ot' the foreqoinq, the Sectiea 2.9~. PeweES. (a) The Commission is authorized for the purpose of financing or refinancing any Project to exercise all of the privileges, benefits, powers and terms of Section 125.325, Florida Statutes, Part I oE Chapter 163, Part I of Chapter 159, Part I of Chapter 125 and Part II of Chapter 166, Florida Statutes, and to issue Bond Anticipation Notes pursuant to Section 218.431, Florida Statutes, in connection with the authorization, issuance and sale of the Bonds pursuant to Article IV. Such peweES The Commission is also authorized to develop and structure t'inancial proqrams and activities providinq essential services and t'unctions such aa the Proqram, includinq but not necessarily limited to the creation ot' one or more pooled investment proqrams (pension or other) and one or more pooled insurance and I or reinsurance proqrams t'or the benet'! t ot' the participants. To carry out the purpose oE the Commission, the Commission shall exercise such powers, which shall include, but are 5 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 agencies, employees, consultants, advisors, experts, attorneys and such other employees and ag,ents 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 either money, property, labor or other things of value, to be held, used or applied only for the purposes for which such grants and contributions may be made; to adopt a seal; and to adopt its own place of its official meetings. +e+ Section 2.03. Powers Not Exclusive. 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 purpose of this Commission. Section 2.04. Membership. The Members of the Commission shall consist of those Governmental Units which have been admitted pursuant to Article III. Section 2.05. Duration of Commission. (a) The Commission shall exist so long as any Bonds or other Obligations of the Commission or obligations of any participating Governmental unit issued under the Program remain outstanding. (b) Upon termination, all assets of the Commission shall be allocated among the participating Governmental Units based on their Pro Rata Share. 6 ARTICLE III MEMBERSHIP AND REPRESENTATION Section 3.01. Membership. (a) Membership in the Commission shall consist of those participating Governmental Units selected pursuant to this Article. Is no event, ao~e7er, ahall there ae mare than t.;enty five (2.6) HemherG. (0) The initial !fembera of the Commiaaioa ahall conaiat of the City of Tallahaaace, Florida ana the City of Orlanao, Florida. (c) Eaca GueaeE:IUent (b) Subject, to the prOV1S1ons o~ this subparagraph (b), each Governmental Unit applying for membership shall be admitted only u~on a unanimoua vate af tae then exiatin~ Uemeera ana al:iSaeE:IUent exccutian af this A-fjreemeRt upon approval o~ the Board o~ Direc:tors. Not less than 30 days prior to the vote o~ the Board o~ Directors to consider the admission o~ a Public Aqenc::y, Municipality or County to membership, written notice shall be given to all existing Members. In the event the Execut! ve Director o~ the Commission has received written notice from the governing body o~ an existing Member that such Public Aqenc::y, Municipality or County shall not be admitted to membership in the Commission, the Board o~ Director. shall be prohibited from admitting such Public Aqenc::y, Municipality or County until such time as such notice shall have been revoked. (c) Membership i. limited to twenty-~ive (25) Members. Notwithstanding the foreqoing, the total number of Members may be increased upon a two-thirds (2/3) vote of the Representatives present at the annual meeting. Section 3.02. Representation. (a) Each participating Governmental Unit shall appoint one Representative to act on its behalf on the Commission. Charter KemBers shall a~~oint one aaaitianal Re~resefttative ta the Cammission ift araer to create a ~overniB~ eeey iR exeess af two Re~rcaeBtati7ee. Upen tae aamiasion of nat leas thaR five (S) Cevernmental Units ta memBeraai~ in thc COlNlliasiaR, the eharter }{e-~ers af tae call1llrlseiaR Baall se entitleEl to anly ane Rc~reaentative. (b) Each Representative shall have one (1) vote on the Commission. 7 (c) Each Representative shall be, at the time of selection and at all times while acting as a Representative, a Public Official of the respective Governmental Unit. In the event any Representatives shall cease to be a Public Official, resign according to Section 3.06 or be removed as the Representative of the respective Governmental Units, such Governmental Unit shall appoint a new Representative within thirty (30) days. (d) Each participating Governmental Unit in its sole discretion may remove its Representative at any time and appoint a new Representative. (e) The initial ~epresentatives aft the Commisaieft, the Ce?ernmeRtal Uftit each rcprcsents and thcir addresscs arc as folle~a: tlamc Ucmbcr Addrcss .Jeff B. Clar)( Orlande 409 S. Oranljc 1'?Jcnue Orlanda, Florida L. 1\.. neater Orlan8o 499 S. Oranlje A-Jcnue OrlaRde, Florida Fraa)( Viaceati Tallahassee 399 S. Adams Tallahassec, Florida James Eftljlish Tallahassee 399 S. Adams Tallahassee, Florida Section 3.03. Action. (a) The affairs, actions and duties of the Commission and the affairs, actions and duties of the Board of Directors shall be undertaken at duly called meetings pursuant to Section 3.09. (b) At any meeting of the Commission at which any official action is to be taken, the lesser of (i) a majority of the Representatives or (ii) five (5) Representatives shall constitute a quorum but in no event shall a quorum consist of less than three (3) Representatives; and a,majority vote of the Representatives present shall be the act of the Commission. (c) At any meeting of the Board of Directors at which any official action is to be taken, a majority of the members of the Board of Directors shall constitute a quorum, but in no event shall a' quorum of the Board of Directors consist of less than three (3)members; and a majority vote of the members of the Board of Directors present shall be the act of the Board of Directors. 8 (d) A certificate, resolution or instrument signed by the Chairman, Vice-Chairman or such other designated person of the Commission or the Board of Directors as may be hereafter selected by the Commission or the Board of Directors, as applicable, shall be evidence of the action of the Commission or the Board of Directors, as applicable, 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 Board; Election of officers; Appointment of Executive Director. (a) Once a year at a meeting of the Commission called for the purpose thereof, the Commission through its Representatives shall elect a Board of Directors which shall be composed of five (5) Public Officials. Notwithstandinq the ~oreqoinq, the number o~ Directors may be increased to seven (7) Public O~ficials upon a two-thirds (2/3) vote o~ the Representatives present at the annual meetinq. Such members of the Board of Directors may be, but are not required to be Representatives. Each member of the Board of Directors shall be, at the time of selection and at all times while acting as a member of the Board of Directors a Public official of a Governmental Unit. Members of the Board of Directors shall be elected to staggered terms beginning October 1, 1987 (or the date of such election, if later) of the members first elected, two shall serve for a one-year term, one shall serve fora two-year term and two shall serve for three years. Thereafter, each Public official, elected to the Board of Directors shall serve for a three-'year period. No Governmental Unit shall be represented on the Board of Directors by more than one Public official, unless at the time of the election thereto, such Governmental Unit shall have two Representatives, in which case such Governmental Unit may be represented by two Public Officials on the Board of Directors until the next election of the Board of Directors by the Commission. Any interim vacancy on the Board of Directors shall be, filled by a majority vote of the then remaining'members of the Board of Directors. If a vacancy on the Board of Directors is caused by the fact 'that at the time of election, there are fewer than five (5) Representatives, the Board of Directors shall fill the vacancy of Public Officials of those Governmental Units next admitted to membership on the Commission. NotWithstanding the foregoing, the Representative representing the City of Tallahassee and the Representative representing the City of Orlando shall remain eft in the Board of Directors until such Governmental Unit affirmatively elects that the Representative at that time shall no longer serve on the Board of Directors of the Commission. Puelic afficiala firat elcctcd to thc Baard of Dircctara ahall acr~e uRtil the electiaa af the Commiaaiaa to be held at the 1987 aaaual meetiR~. It shall be the duty of the Board 9 of Directors to transact the business of the Commission, including establishing the time and place of meetings, entering into contracts, employing staff, paying the expenses of the Commission and such other business as the Board of Directors may deem necessary to carry out the purposes for which the Commission was established. It is the intent of this Section that the duties and powers of the Board of Directors not be limited except as expressly provided in this Agreement. Except in the case of the election of the members of the Board of Directors which shall occur at the annual meeting of the Commission referred to in Section 3.09(0) hereof herein, all references in this agreement to actions of the Commission shall be deemed to refer to action of the Board of Directors and may be carried out by the Board of Directors. (b) Officers of the Commission shall include a Chairman, a Vice-Chairman and a Secretary-Treasurer to conduct the meetings of the Commission and to perform such other functions as herein provided. Said Chairman, Vice-Chairman and Secretary-Treasurer shall serve one (1) year terms unless they sooner resign pursuant to Section 3.06 hereof or are otherwise removed pursuant to Section 3.02(c) and (d) hereof. (c) As often as necessary, the Board of Directors shall appoint an Executive Director which may be a Representative. The Executi ve Director shall perform such functions and duties as prescribed by the Board of Directors. Section 3.05. Authority of officers. (a) The Chairman and the Vice-Chairman shall be permitted to 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. (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 C,ommission shall be sent by the Secretary/Treasurer or a designee to all Representatives of the Commission. Section 3.06. Resignation ana Renewal. 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 and any member of the Board of Directors may resign from all duties or responsibilities hereunder by giving at least forty-five (45) days prior written notice sent by registered mail to the Chairman. Such notice shall state the date said resignation shall take effect and such resignation shall take effect on such 10 date. Notwithstanding the foregoing, no resignation from membership on the Board of Directors shall take effect unless and until a successor member of the Board of Directors has been chosen in the manner herein provided. Each participating Governmental Unit in its sole discretion may remove its Representative at any time by resolution. Upon resignation or removal of such Representative, such Governmental unit may shall appoint a new Representative by resolution of such Governmental Unit presented to the Commission. Subject to the pro~s1ons o~ the ~ollowing sentence, a Member may vOluntarily remove itsel~ as a Member of the Commission, by adoption o~ a resolution of the governing body of such Member electing to terminate its membership and approval o~ the Board o~ Directors of a resolution consenting to such termination or removal. Not less than 30 days prior to the date o~ adoption of such resolution, the Board of Directors shall provide written notice of such proposed action to all existing Members. In the event the Executive Director of the Corrmission has received written notice from the governing body of an existing Member that such Public Aqency, Municipality or County shall not be allowed to terminate its membership in the Commission, the Board of Directors shall be prohibited from adopting such resolution until such time as such notice shall have been revoked. Any Representative or any member of the Board of Directors, as applicable, upon leaving office, shall forthwith turn over and deliver to the Chairman any and all records, books, documents or other property in his possession or under his control which belongs to the Commission and/or relates to the Program. Section 3.07. Expenses. The Commission may establish, from time to time, reimbursement for necessary expenses incurred in accordance with the terms of this Agreement. Section 3.08. LiabilitX. No Representative, agent, officer, representative or employee of the Commission shall be liable for any action taken pursuant to this Agreement in good faith or for an omission, except gross negligence, or for any act of omission or commission by any other Representative, agent, officer or employee of the Commission. Section 3.09. Meetings. (a) During the moata af Uavemeer or DecemBcr of caca ycar (or ia tae ycar 1986, durift~ tae moata of OctoBcr, ~~vcmeer ar DccemBcr)} first quarter of the calendar year, 11 the Board of Directors shall call for an annual meeting and the Commission shall meet at such location approved by the Board of Directors upon written notice by such Board of Directors provided to each Representative not less than ten (10) business days prior to such meeting. In addition to such annual meeting the Commission shall meet at such times and at such places as may be approved by the Board of Directors, at the request of the Chairman or at the request of a majority of the Representatives. The Board of Directors shall meet at such times as may be approved by a majority of the Board of Directors or at the request of the Chairman. Meetings of the Board of Directors shall be conducted at such locations as shall be acceptable to the majority of the Board of Directors. The Chairman shall set forth date, time, location and purpose of each meeting and notice thereof shall be furnished to each member of the Board of Directors or the Commission, as applicable, by the Secretary-Treasurer not less than seven (7) (or in the case of the annual meeting of the Commission, not less than ten (10) business days) days prior to the date of such meeting. Such notice shall specify the date, time, location and purpose of such meeting and any action proposed to be taken thereafter. The Chairman may direct the Secretary-Treasurer to send the prerequisite notice for any meeting of the Commission or the Board of Directors, as applicable, otherwise called in accordance with the provisions hereof. (b) Witaia a~7ea (7) daya af the creatiaa af ta~ cammiaaiaa, the d~ly appaiatea R~preaeatativea oRal1 aala aa ar~aai~atioRal Rleetia~ ia Orlaaaa, Flarida, ta elect afficers aaa perfaE'ill such otaer d~ties uader tais A~reemeat. -+e+ Emergency meetings of the Commission and of the Board of Directors may be held in the manner provided by the laws of the State of Florida. Section 3.10. Rules. The Board of Directors shall from time to time adopt such rules relating to the actions of the Board of Directors and the Commission as shall be necessary or desirable to the successful operation of the Commission. Such rules may be ameased at allY time ey a t\Ja tail!'ss shall be approved by a (2/3) vote of the Board of Directors and appl!'a~eel BY a majarity af tae Commissioa at ita a8xt .8etia~. Upaa appra~al BY a twa tairds any amendments to such rule. shall a two-thirds (2/3) vote of the Board of Directors such amellameata Baall Be coaaidered aaapt~d aad ahall remaia ia effect ~atil the Rent meetia~ af th~ Cammiaaiaa. If Rat adapted by a majarity 70te af the Cammissiaa at ita aent meetia~, SUCR amea8meats ta the rules oaall aa laa!el!' Be af aay farce aad effect. 12 ARTICLE IV THE BONDS Section 4.01. Bonds. Pursuant to the provisions of the Interlocal Act, the Commission may issue from time to time in various series, .Bonds to finance and refinance the Projects. Such Bonds shall be issued upon such terms, containing such provisions, bearing interest at such lawful rate or rates, including variable rates, and supported by such other documents to be issued as may hereafter be established by the Commission. Section 4.02. Bond Proceeds. The proceeds from the original issuance of the Bonds shall be deposited and used for such purposes and under such conditions as set forth herein and in the Program Documents provided. Section 4.03. Limited Obligations. Notwithstanding anything to the contrary herein or in the Program Documents provided, the Bonds under this Program shall not constitute "bonds" within the meaning of Article VII, Section 12 of the Constitution and the Statutes of Florida to be approved at an election of the qualified electors of the Governmental Units. The Bonds shall not constitute a general obligation of the Governmental Units or anyone or combination of them, the State of Florida or any political subdi vision thereof, or a lien upon any property owned by or, situated within the territorial limits of the Governmental Units, 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 Governmental Units, 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. Validation. Prior to their issuance, the "Bonds shall be validated in the ~er provided in the Interlocal Act and Chapter 75, Florida Statutes. 13 ARTICLE V MISCELLANEOUS Section 5.01. Delegation of Duty. Nothing contained herein shall be deemed to authorize the delegation of the constitutional or statutory duties of the State or the Governmental Units or any officers thereof. Section 5.02. Filing. A copy of this Agreement shall be filed with the Clerk of the Circuit Court in each county wherein a participating Governmental Unit is located. Section 5.03. Participation. No Governmental Unit which is a Member shall be required to borrow money from the Commission or to participate in any program of the Commission except upon the election of such Governmental Unit and the execution of any related program documents. Section 5.04. Immunity; Exemptions. All of the privileges and immunities from liability; exemptions from laws, ordinances and rules; and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents or employees of any public agents or employees of any Governmental Units when performing their respective functions within the territorial limits for their respective Gover~ental Units shall apply to the same degree 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 5.05. Limited Liability. This Agreement does not relieve a Governmental Unit of any obligation or responSibility imposed upon it by law except to the extent of actual and timely performance thereot 'by one or more of the parties to this Agreement, or the Trustee, 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. No Governmental Unit shall in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the COmmission, the Representatives or any other agents, employees or Representatives of the Commission, except to the extent otherwise provided in their respective Loan Agreements and in such other agreements in effect from time to time between the Commission and such Governmental Units and neither the Commission, the Representatives or any other agents, employees or 14 representatives of the Commission have any authority or power to otherwise obligate the Governmental Unit in any manner. Section 5.06. Amendments. This Agreement may be amended in writing at any time by th~ CSRC1:lrrCRcc of a three-quarters (3/4) vote of the Rc~reseRtati7ea ~rcseRt at a duly called meetiR~ sf the Commission Board o~ Directors and subsequent ratification by the ~evcrRiR~ eody of each partici~atiR~ Covernmeatal UBit o~ three- quarters (3/4)o~ the Representatives. However, this Agreement may not be amended so as to (i) 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 other than the Members, or (ii) permit the diversion or application of any of the money or other assets of the Commission for any purpose inconsistent with the provisions and the purposes hereof or to affect the tax-exempt status of the Bonds, if on the date of issuance of the Bonds, the interest thereon is excluded from gross income of the holders thereof for purposes of federal income taxation. Section 5. 07. Controlling Law. construed and governed by Florida law. This Aqreement shall be Section 5.08 . Effective Date. This Agreement shall be effective from the date of execution hereto. IN WITNESS WHEREOF, this Interlocal Agreement has executed by and on behalf of the authorized officers representatives of the Governmental Units. been, and IS THIS AMENDED AND RESTATED INTERLOCAL AGREEMENT (the "Agreement") entered into by and among a limited number of governmental units executing this Agreement, each one constituting either a public agency, a county or municipality organized under the laws of the State of Florida with their participation evidenced by the signatures of their authorized representatives; WIT N E SSE T H: WHEREAS, each of the Governmental Units have the power to borrow funds, contract loans and issue bonds, for public purposes pursuant to Part I of Chapter 159, Florida Statutes, as amended, Part IT of Chapter 166, Florida Statutes, as amended, and Part I of Chapter 125, Florida Statutes, as amended, (collectively, the "Act"); and WHEREAS, Part I of Chapter 163, Florida Statutes, as amended (the "Interlocal Act"), permits the Governmental Units, 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 Governmental Units share in common and which each might exercise separately permitting the Governmental Units 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 accords best with geographic, economic, population and other factors influencing the needs and development of such Governmental Units; and WHEREAS, Chapter 163, Part I, Florida Statutes, authorizes the Governmental Units, pursuant to an interlocal agreement, to create a separate legal entity to exercise the common power of the Governmental Units to issue revenue bonds for the purpose of financing or refinancing qualifying projects pursuant to the Act; and NOW, THEREFORE, in consideration of the mutual covenants herein and in the Resolutions therein, it is mutually agreed and understood by and among the Governmental Units that now execute this Agreement, the Sunshine State Governmental Financing Commission, a legal entity and public body corporate and politic (the "Commission") is hereby created and charged with the structuring of the Program as follows: ARTICLE I DEFINITIONS The following definitions shall govern the interpretation of this 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 oflaw, "Agreement" shall mean this Interlocal Agreement, including any amendments or supplements hereto, executed and delivered in accordance with the terms hereof. "Bonds" shall mean the Bonds issued by the Commission pursuant to Section 4,01 of this Agreement, the proceeds from the sale of which shall be deposited and disbursed to the Governmental Units and other municipalities and counties in the State (regardless of whether such municipalities and counties become members of the Commission) pursuant to the terms of the Indenture, the Loan Agreements and other Program Documents, "Commission" shall mean the Sunshine State Governmental Financing Commission, a legal entity and a public body corporate and politic created pursuant to the provisions of this Agreement. "County" shall mean those counties which execute this Agreement and thereby agree to be bound by its terms, "Executive Director" shall mean that person selected and designated by the Commission to administer the Program pursuant to the provisions of this Agreement. "Governmental Units" shall mean any Public Agency, Municipality or County, or any combination thereof, participating in the Program, Notwithstanding this definition of "Governmental Units," Public Agencies, Municipalities and Counties may participate in the Program and borrow proceeds of the Bonds, regardless of whether such Governmental Units become members of the Commission, "Indenture" shall mean a certain Trust Indenture 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 shall be in such form and contain such provisions, covenants, representations and restrictions as shall hereafter be approved by the Commission, "Interlocal Act" shall mean Part I of Chapter 163, Florida Statutes, as amended, "Loan" means an amount equal to the outstanding balance under a particular Loan Agreement. 2 "Loan Agreement" or "Loan Agreements" shall mean the loan agreements, including the exhibits attached thereto, which the Governmental Unit shall execute prior to obtaining a loan from the Commission, which loan agreement shall be in the form prescribed by the Commission and which shall require the Governmental Unit to be bound by the terms of this Agreement. "Member" or "Members" shall mean that Governmental unit which is a duly authorized member of the Commission pursuant to the provisions of this Agreement. "Municipality" shall mean those municipalities which execute this Agreement and thereby agree to be bound by its terms, "Pro Rata Share" shall mean a fraction, the numerator of which is the outstanding principal amount of the Loan with regard to a particular Governmental Unit and the denominator of which is the sum of the outstanding principal amounts of all Loans of the commission, "Program" shall mean the Program of the Commission created and structured pursuant to the terms and conditions of this Agreement and the Program Documents, pursuant to which costs of the Projects will be financed or refinanced through the issuance of the Bonds, "Program Documents" shall mean, collectively, the Indenture, the Loan Agreement and such other agreements, opinions of counsel and certificates as the Commission shall deem appropriate, "Project" shall mean a governmental undertaking approved by the governing body of a Governmental Unit for a public purpose including the refunding of any bonded indebtedness, "Public Agency" shall have the same meaning as set forth in Section 163,Ol(3)(b), Florida Statutes, as amended from time to time and which execute this Agreement and thereby agree to be bound by its terms, "Public Official" shall mean the Chief Executive Officer, the Chief Financial officer, an elected or appointed public official or employee of the respective Government Unit, "Representative" shall mean that public official appointed by a Governmental Unit to serve on the Commission, "Resolutions" shall mean those resolutions duly adopted by the Governmental Unit authorizing the participation of such Governmental Unit in the Program pursuant to the provisions of this Agreement. "State" shall mean the State of Florida, "Trustee" shall mean such entity to be hereafter selected by the Commission to act as Trustee for the Program in accordance with the terms of the Indenture, and any successor or assigns, 3 Whenever any words are used in this Agreement in the masculine gender, they shall be construed as though they were also used in the feminine or neuter gender in all situations where they would so apply, and whenever any words are used in this Agreement in the singular form, they shall be construed as though they were also used in the plural form in all situations where they would so apply, 4 ARTICLE II THE COMMISSION Section 2,01, Creation, There is hereby created the Sunshine State Governmental Financing Commission, a legal entity and a public body corporate and politic the membership of which consists or shall consist only of participating municipalities, counties or public agencies existing under the laws of the State of Florida, Section 2,02, Purpose and Powers, The purpose of the Commission is to enable a limited number of participating Governmental Units and other municipalities and counties in this State (regardless of whether they become members of the Commission), who regularly undertake Projects requiring significant debt financing with similar substantial credit worthiness and high investment grade ratings by nationally recognized rating agencies, to benefit from the economies of scale associated with large scale financings which may otherwise be unrealized if separate financings were undertaken, to assist the Governmental Units and other municipalities, counties and public agencies in this State (regardless of whether they become members of the Commission) in developing and structuring financial programs and activities such as the Program, which will provide essential services and functions at lower costs to inhabitants and to undertake such other purposes as permitted by law, including but not necessarily limited to one or more pooled investment programs (pension or other) and one or more pooled insurance and/or reinsurance programs developed for the benefit of the participants therein and furthermore including the issuance of bonds or other debt obligations, the interest on which mayor may not be excluded from gross income of the holders thereof for purposes of federal income taxation, In furtherance of the foregoing, the Commission is authorized for the purpose of financing or refinancing any Project to exercise all of the privileges, benefits, powers and terms of Section 125,325, Florida Statutes, Part I of Chapter 163, Part I of Chapter 159, Part I of Chapter 125 and Part II of Chapter 166, Florida Statutes, and to issue Bond Anticipation Notes pursuant to Section 218.431, Florida Statutes, in connection with the authorization, issuance and sale of the Bonds pursuant to Article IV, The Commission is also authorized to develop and structure financial programs and activities providing essential services and functions such as the Program, including but not necessarily limited to the creation of one or more pooled investment programs (pension or other) and one or more pooled insurance and/or reinsurance programs for the benefit of the participants. To carry out the purpose of the Commission, the Commission shall exercise such powers, which shall 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 agencies, employees, 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 either money, property, labor or other things of value, to be held, used or applied only for the purposes for which such grants and contributions may be made; to adopt a seal; and to adopt its own place of its official meetings, 5 Section 2,03, Powers Not Exclusive, 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 purpose of this Commission, Section 2,04, Membership, The Members of the Commission shall consist of those Governmental Units which have been admitted pursuant to Article III. Section 2,05, Duration of Commission, (a) The Commission shall exist so long as any Bonds or other obligations ofthe Commission or obligations of any participating Governmental unit issued under the Program remain outstanding, (b) Upon termination, all assets of the Commission shall be allocated among the participating Governmental Units based on their Pro Rata Share, 6 ARTICLE III MEMBERSHIP AND REPRESENTATION Section 3,01. Membership, (a) Membership in the Commission shall consist of those participating Governmental Units selected pursuant to this Article, (b) Subject to the provisions of this subparagraph (b), each Governmental Unit applying for membership shall be admitted upon approval of the Board of Directors, Not less than 30 days prior to the vote of the Board of Directors to consider the admission of a Public Agency, Municipality or County to membership, written notice shall be given to all existing Members, In the event the Executive Director of the Commission has received written notice from the governing body of an existing Member that such Public Agency, Municipality or County shall not be admitted to membership in the Commission, the Board of Directors shall be prohibited from admitting such Public Agency, Municipality or County until such time as such notice shall have been revoked, (c) Membership is limited to twenty-five (25) Members, Notwithstanding the foregoing, the total number of Members may be increased upon a two-thirds (2/3) vote of the Representatives present at the annual meeting, Section 3,02, Representation, (a) Each participating Governmental Unit shall appoint one Representative to act on its behalf on the Commission, (b) Each Representative shall have one (1) vote on the Commission, (c) Each Representative shall be, at the time of selection and at all times while acting as a Representative, a Public Official of the respective Governmental Unit. In the event any Representatives shall cease to be a Public Official, resign according to Section 3,06 or be removed as the Representative of the respective Governmental Units, such Governmental Unit shall appoint a new Representative within thirty (30) days, (d) Each participating Governmental Unit in its sole discretion may remove its Representative at any time and appoint a new Representative, Section 3,03, Action, (a) The affairs, actions and duties of the Commission and the affairs, actions and duties of the Board of Directors shall be undertaken at duly called meetings pursuant to Section 3,09, (b) At any meeting of the Commission at which any official action is to be taken, the lesser of (i) a majority of the Representatives or (ii) five (5) Representatives shall constitute a quorum but in no event shall a quorum consist ofless than three (3) Representatives; and a majority vote of the Representatives present shall be the act of the Commission, 7 ( c) At any meeting of the Board of Directors at which any official action is to be taken, a majority of the members of the Board of Directors shall constitute a quorum, but in no event shall a quorum of the Board of Directors consist ofless than three (3)members; and a majority vote of the members of the Board of Directors present shall be the act of the Board of Directors, (d) A certificate, resolution or instrument signed by the Chairman, Vice-Chairman or such other designated person of the Commission or the Board of Directors as may be hereafter selected by the Commission or the Board of Directors, as applicable, shall be evidence of the action of the Commission or the Board of Directors, as applicable, 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 Board: Election of officers: Appointment of Executive Director, (a) Once a year at a meeting of the Commission called for the purpose thereof, the Commission through its Representatives shall elect a Board of Directors which shall be composed offive (5) Public Officials, Notwithstanding the foregoing, the number of Directors may be increased to seven (7) Public Officials upon a two-thirds (2/3) vote of the Representatives present at the annual meeting, Such members of the Board of Directors may be, but are not required to be Representatives, Each member of the Board of Directors shall be, at the time of selection and at all times while acting as a member of the Board of Directors a Public official of a Governmental Unit. Members of the Board of Directors shall be elected to staggered terms beginning October 1, 1987 (or the date of such election, iflater) of the members first elected, two shall serve for a one-year term, one shall serve for a two-year term and two shall serve for three years, Thereafter, each Public official, elected to the Board of Directors shall serve for a three-year period, No Governmental Unit shall be represented on the Board of Directors by more than one Public official, unless at the time of the election thereto, such Governmental Unit shall have two Representatives, in which case such Governmental Unit may be represented by two Public Officials on the Board of Directors until the next election of the Board of Directors by the Commission, Any interim vacancy on the Board of Directors shall be filled by a majority vote of the then remaining members of the Board of Directors, If a vacancy on the Board of Directors is caused by the fact that at the time of election, there are fewer than five (5) Representatives, the Board of Directors shall fill the vacancy of Public Officials of those Governmental Units next admitted to membership on the Commission, Notwithstanding the foregoing, the Representative representing the City of Tallahassee and the Representative representing the City of Orlando shall remain in the Board of Directors until such Governmental Unit affirmatively elects that the Representative at that time shall no longer serve on the Board of Directors of the Commission, It shall be the duty of the Board of Directors to transact the business of the Commission, including establishing the time and place of meetings, entering into contracts, employing staff, paying the expenses of the Commission and such other business as the Board of Directors may deem necessary to carry out the purposes for which the Commission was established, It is the intent of this Section that the duties and powers of the Board of Directors not be limited except as expressly provided in this Agreement, Except in the case of the election of the members of the Board of Directors which shall occur at the annual meeting of the Commission referred to 8 herein, all references in this agreement to actions of the Commission shall be deemed to refer to action of the Board of Directors and may be carried out by the Board of Directors, (b) Officers of the Commission shall include a Chairman, a Vice-Chairman and a Secretary-Treasurer to conduct the meetings of the Commission and to perform such other functions as herein provided, Said Chairman, Vice-Chairman and Secretary-Treasurer shall serve one (1) year terms unless they sooner resign pursuant to Section 3,06 hereof or are otherwise removed pursuant to Section 3,02(c) and (d) hereof (c) As often as necessary, the Board of Directors shall appoint an Executive Director which may be a Representative, The Executive Director shall perform such functions and duties as prescribed by the Board of Directors, Section 3,05, Authority of officers, (a) The Chairman and the Vice-Chairman shall be permitted to 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, (b) The Secretary- Treasurer or his designee shall keep minutes of all meetings, proceedings and acts of the Commission, but such minutes need not be verbatim, Copies of all minutes of the meetings of the Commission shall be sent by the SecretaryfTreasurer or a designee to all Representatives of the Commission, Section 3,06, Resignation, 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 and any member of the Board of Directors may resign from all duties or responsibilities hereunder by giving at least forty-five (45) days prior written notice sent by registered mail to the Chairman, Such notice shall state the date said resignation shall take effect and such resignation shall take effect on such date, Notwithstanding the foregoing, no resignation from membership on the Board of Directors shall take effect unless and until a successor member of the Board of Directors has been chosen in the manner herein provided, Each participating Governmental Unit in its sole discretion may remove its Representative at any time by resolution, Upon resignation or removal of such Representative, such Governmental unit shall appoint a new Representative by resolution of such Governmental Unit presented to the Commission, Subject to the provisions of the following sentence, a Member may voluntarily remove itself as a Member of the Commission, by adoption of a resolution of the governing body of such Member electing to terminate its membership and approval of the Board of Directors of a resolution consenting to such termination or removal. Not less than 30 days prior to the date of adoption of such resolution, the Board of Directors shall provide written notice of such proposed action to all existing Members, In the event the Executive Director of the Commission has received written notice from the governing body of an existing Member that such Public Agency, Municipality or County 9 shall not be allowed to terminate its membership in the Commission, the Board of Directors shall be prohibited from adopting such resolution until such time as such notice shall have been revoked, Any Representative or any member of the Board of Directors, as applicable, upon leaving office, shall forthwith turn over and deliver to the Chairman any and all records, books, documents or other property in his possession or under his control which belongs to the Commission and/or relates to the Program, Section 3,07, Expenses, The Commission may establish, from time to time, reimbursement for necessary expenses incurred in accordance with the terms of this Agreement. Section 3,08, Liability, No Representative, agent, officer, representative or employee of the Commission shall be liable for any action taken pursuant to this Agreement in good faith or for an omission, except gross negligence, or for any act of omission or commission by any other Representative, agent, officer or employee of the Commission, Section 3,09, Meetings, (a) During the first quarter of the calendar year, the Board of Directors shall call for an annual meeting and the Commission shall meet at such location approved by the Board of Directors upon written notice by such Board of Directors provided to each Representative not less than ten (10) business days prior to such meeting, In addition to such annual meeting the Commission shall meet at such times and at such places as may be approved by the Board of Directors, at the request of the Chairman or at the request of a majority of the Representatives, The Board of Directors shall meet at such times as may be approved by a majority of the Board of Directors or at the request of the Chairman, Meetings of the Board of Directors shall be conducted at such locations as shall be acceptable to the majority of the Board of Directors, The Chairman shall set forth date, time, location and purpose of each meeting and notice thereof shall be furnished to each member of the Board of Directors or the Commission, as applicable, by the Secretary-Treasurer not less than seven (7) (or in the case of the annual meeting of the Commission, not less than ten (10) business days) days prior to the date of such meeting, Such notice shall specify the date, time, location and purpose of such meeting and any action proposed to be taken thereafter. The Chairman may direct the Secretary-Treasurer to send the prerequisite notice for any meeting of the Commission or the Board of Directors, as applicable, otherwise called in accordance with the provisions hereof (b) Emergency meetings of the Commission and of the Board of Directors may be held in the manner provided by the laws of the State of Florida, Section 3,10, Rules, The Board of Directors shall from time to time adopt such rules relating to the actions of the Board of Directors and the Commission as shall be necessary or desirable to the successful operation of the Commission. Such rules shall be approved by a (2/3) vote of the Board of Directors and any amendments to such rules shall also be approved by a two-thirds (2/3) vote of the Board of Directors, 10 ARTICLE IV THE BONDS Section 4,01, Bonds, Pursuant to the provisions of the Interlocal Act, the Commission may issue from time to time in various series, Bonds to finance and refinance the Projects, Such Bonds shall be issued upon such terms, containing such provisions, bearing interest at such lawful rate or rates, including variable rates, and supported by such other documents to be issued as may hereafter be established by the Commission, Section 4,02, Bond Proceeds, The proceeds from the original issuance of the Bonds shall be deposited and used for such purposes and under such conditions as set forth herein and in the Program Documents provided, Section 4,03, Limited Obligations, Notwithstanding anything to the contrary herein or in the Program Documents provided, the Bonds under this Program shall not constitute "bonds" within the meaning of Article VII, Section 12 of the Constitution and the Statutes of Florida to be approved at an election of the qualified electors of the Governmental Units, The Bonds shall not constitute a general obligation of the Governmental Units or anyone 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 Governmental Units, 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 Governmental Units, 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, Validation, Prior to their issuance, the Bonds shall be validated in the manner provided in the Interlocal Act and Chapter 75, Florida Statutes, 11 ARTICLE V MISCELLANEOUS Section 5,01. Delegation of Duty, Nothing contained herein shall be deemed to authorize the delegation of the constitutional or statutory duties of the State or the Governmental Units or any officers thereof. Section 5,02, Filing, A copy of this Agreement shall be filed with the Clerk of the Circuit Court in each county wherein a participating Governmental Unit is located, Section 5,03, Participation, No Governmental Unit which is a Member shall be required to borrow money from the Commission or to participate in any program of the Commission except upon the election of such Governmental Unit and the execution of any related program documents, Section 5,04, Immunity; Exemptions, All of the privileges and immunities from liability; exemptions from laws, ordinances and rules; and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents or employees of any public agents or employees of any Governmental Units when perfonning their respective functions within the territorial limits for their respective Governmental Units shall apply to the same degree 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 5,05, Limited Liability, This Agreement does not relieve a Governmental Unit 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, or the Trustee, 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, No Governmental Unit shall in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the Commission, the Representatives or any other agents, employees or Representatives of the Commission, except to the extent otherwise provided in their respective Loan Agreements and in such other agreements in effect from time to time between the Commission and such Governmental Units and neither the Commission, the Representatives or any other agents, employees or representatives of the Commission have any authority or power to otherwise obligate the Governmental Unit in any manner, Section 5,06, Amendments, This Agreement may be amended in writing at any time by a three-quarters (3/4) vote of the Board of Directors and subsequent ratification of three-quarters (3/4)ofthe Representatives, However, this Agreement may not be amended so as to (i) pennit any profits of the Commission to inure to the benefit of any private person or to pennit the assets of the Commission to be distributed to other than the Members, or (ii) pennit the diversion or application of any of the money or other assets of the Commission for any purpose inconsistent with the provisions and the purposes hereof or to affect the tax-exempt status of the Bonds, if on the date of 12 issuance of the Bonds, the interest thereon is excluded from gross income of the holders thereof for purposes of federal income taxation, Section 5, 07, Controlling Law, This Agreement shall be construed and governed by Florida law, Section 5,08, Effective Date, This Agreement shall be effective from the date of execution hereto, 13 INTERLOCAL AGREEMENT IN WITNESS WHEREOF, this Interlocal Agreement has been executed1)y and on behalf of the authorized officers and representatives of the City on this 1/ day of 1-ehr()~ . 1998, CITY OF MIAMI BEACH, FLORIDA (Seal) By: U/ May&r ATTEST: II " \ (0 ~,() dty Clerk 1) ( ..~ r I ~ AA LXA.r---' .', ... APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 1J.(~ 2/ciJ{!f