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ADDENDUM TO INTERLOCAL AGREEMENT I I ADDENDUM TO INTERLOCAL AGREEMENT WHEREAS, pursuant to the provisions of Section 163.01, Flor ida Statutes, the Intergovernmental Cooperation Act, the City of St. Petersburg, the City of Sarasota, Manatee County and Broward County entered into an Interlocal Ag reement, as amended (the "Agreement"), creating the First Florida Governmental Financ- ing Commission (the "Commission"), the Agreement being duly filed in Manatee, Sarasota, Broward and Pinellas Counties, Flor ida. A true and correct composite copy of the Agreement, as amended, is attached hereto as Exhibit "1" and incorporated by reference. WHEREAS, Section 3. () 1 of the Ag reement prov ides that addi- tional Governmental Units may become members of the Commission upon unanimous vote of the existing members. WHEREAS, the City of St. Petersburg, the City of Sarasota, Manatee County and Broward County are the present members of the Commission and as such have duly adopted resolutions approv ing the City of Clearwater, Florida (the "Governmental Unit") as a member of the Commission. WHEREAS, the Governmental Unit adopted its resolution dated June 18 , 1987, superseding a resolution adopted on April 16, 1987, and authorizing its membership in the Commission. NOW THEREFORE, by the execution of this ADDENDUM TO INTER- LOCAL AGREEMENT, the Governmental Unit shall become a party to the Interlocal Agreement and a member of the Commission as though it was an original signatory party to the Agreement, and accordingly, shall be bound by the terms, conditions and agreements thereof. This Addendum to Interlocal Agreement shall be filed immediately in the Official Records of Pinellas County. IN WITNESS WHEREOF, on this 18th day of June , 1987, this Addendum to Interlocal Agreementhas been executed by and on behalf of the authorized officers and representatives of the Governmental Unit. (SEAL) Attest: ~):~ C1 ty, .. er . ~ ~ . .. """'" this18thday of June , 1987. r)1' i.', ,~. . C L J ,:.., p..~.o)tfi ((,I f:5 /;-"'1 c/o ,.j 57 -() {Y J EXHIBI'r 1 I THIS INTERLOCAL AGREEMENT* (the "Agreement") dated as of 26th November, 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 "Gov- ernmental Units") and initially among the CITY OF ST. PETERSBURG, FLORIDA and the CITY OF SARASOTA, FLORIDA and MANATEE COUNTY, FLORIDA, wi th the i r part i c ipa t ion ev idenced by the signature s of their authorized representatives; WIT N E SSE T H: WHEREAS, each of the Governmental Un its 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 agree- ments 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 ser- vices and facilities in a manner and pursuant to forms of govern- mental organization that will accord best with geographic, econo- mic, population and other factors influencing the needs and devel- opment of such Governmental Units; and WHEREAS, Chapter 85-55, Laws of Florida, authorizes the Gov- ernmental Units, pursuant to an interlocal agreement, to create a separate legal entity to exercise the common power of the Govern- mental Units to issue revenue bonds for the purpose of financing or refinancing qualifying projects pursuant to the Act; and WHEREAS, the City of St. Petersburg, Florida, the City of Sarasota, Florida and Manatee County, Florida, have, pursuant to resolutions (the "Resolutions") duly adopted on November 14, 1985, November 18, 1985 and November 26, 1985, respecti ve ly, de termined that there is a substantial need to create such a legal entity to admi n i s ter a 1 imi ted inter local governmen tal loan p.rogram ( the "Program") which will provide funds for such projects. .. NOW, THEREFORE, in consideration of the mutual covenants contained in the Resolutions and herein, it is mutually agreed and understood by and among the Governmental Un its that now execute this Agreement, the First Florida Governmental Financing *COMPOSITE FORM OF AMENDED INTERLOCAL AGREEMENT 5/22/87 ) I Commission, a 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. "Ag reemen t" shall mean th i sIn ter local Ag reemen t, i ncl ud ing 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 pur s uan t to the terms of the Indenture, the Lo an Ag reemen ts and other Program Documents. "City" shall mean those municipalities which execute Ag reemen t and thereby agree to be bound by its terms unt i I time as it no longer has any obligations under the Program. this such "Commission" shall .mean the First Florida Governmental Financing Commission a legal entity and a public body corporate and politic created pursuant to the provisions of this Agreement. "County" shall mean the county or counties which execute this Agreement and thereby agree to be bound by its terms until such time as it no longer has any obligations under the Program. "Executive Director" shall mean that person selected and designated by the Commission to administer the Program pursuant to the provisions of this Agreement. "Governmen tal Un its" shall mean any City or Co un ty, or any combination thereof, participating in the Program. "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 accord- ance wi th 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. 2 I I "Inte r local Act" shall mean Part I of Chapte r 163, Flo r ida Statutes, as amended. "Loan" means an amount equal to 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 participant of this Program pursuant to the provisions of this Agreement. Each Member shall be bound by the terms of this Agreement until such time as it no longer has any obligations or debts outstanding under this Program. "Pro Rata Sharell shall mean a fraction, the numerator of which is the outstanding pr incipal amount of the Loan with regard to a particular Governmental Unit and the denominator of which 1S the sum of the outstanding principal amounts of all Loans of the Commission plus any funds uncommitted and available from the issuance of Bonds. "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 Ag reement and such other ag reements, opinions of counsel and certificates as the Commission shall deem appropriate. "Project" shall mean a governmental undertaking approved by the gove r n ing body of a Gove r nmental Unit for a publ ic pu rpose including the refunding of any bonded indebtedness. "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 Gove rnmental Unit author i zing the part ic ipat ion of such Gove rn- mental Un it in the P rog ram pur suant to the prov is ions of th is Agreement. "Statell shall mean the State of Florida. "Trusteell 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 I I Whenever any words are used in this Agreement in the masculine gender, they shall be construed as though they were also used in the feminine or neuter gender in all situations where they would so apply, and whenever any words are used in this Agreement in the singular form, they shall be construed as though they were also used in the plural form in all situations where they would so apply. ARTICLE II THE COMMISSION Sect ion 2.01. Creation. The re l.S he reby created the Fi r st Flor ida Governmental Financ ing Commiss ion, a legal ent i ty and a public body corporate and politic the membership of which consists or shall con s ist only of part ic ipat ing munic ipal it ies or count ies existing under the laws of the State of Florida. Sect ion 2.02. Purpose. The pu rpose of the Commiss ion is to enable a limited number of participating Governmental Units, who regular ly unde rtake Pro jects requ iring sign i f icant debt f inanc ing 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 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. Section 2.03. Powers. (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 Part I of Chapter 159, Part I of Chapter 125 and Part II of Chapter 166, Flor ida Statutes, in connection with the authorization, issuance and sale of the Bonds pursuant to Article IV. Such powers include, but are not limited to, the power to make and enter into contracts and agreements necessary or incidental to the performance of its duties and the execution of its duties under this Agreement, to employ 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 contribu- tions 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. 4 (b) No enuleration of powers herein sJlll be deemed exclusive or rest r ict i ve, but shall be deemed to incor por a te all impl ied pO\<lers necessary or incident to carrying out the purpose of the Commission. Sect ion 2.04. Member ship. The Member s of the Commi s s ion 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 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. ARTICLE III MEMBERSHIP AND REPRESENTATION Section 3.01. shall consist of pursuant to this more than fifteen Membership. (a) Membership In the Commission those part ic ipat ing Governmental Un its selected Article. In no event, however, shall there be (15) Members. (b) The existing Members of the Commission consist of the City of St. Petersburg, Florida, the City of Sarasota, Florida, Manatee County, Florida and Broward County, Florida. (c) Each subsequent Governmental Unit applying for membership shall be admitted only upon a unanimous vote of the existing Mem- bers and subsequent execut ion of this Agreement. In connect ion with applying for membership such Governmental Unit shall elect whether to select a Represen ta t i ve as set for th in Sec t ion 3.02 hereof to serve on the Commission. If such Governmental Unit elects not to have a Representative on the Commission, unanimous approval of the then existing Members shall be required. No Member with a Representative may elect to not have a Representative on the Commission without the unanimous approval of the then existing Members. At no time shall the number of Representatives exceed Nine (9). Not wi thstanding the provi s ions of See t ion 3.02 (a) here- of, at any time in which there are nine (9) members of the Commis- sion with Representatives, no additional Members with Representa- tives shall be admitted to membership in the Commission (nor may any existing member without a Representative elect to have a Repre- sentative) until such time as the number of Members with Represen- tatives shall be less than nine (9). Section 3.02. Representations. (a) Except as provided above, each participating Governmental Unit may appoint one Representative 5 I I to act on its behalf on the Commission. Each participating Govern- mental Unit may also appoint one alternate Representative who shall have a vote on the Commission if the Representative of such Govern- mental Unit is not in attendance at meetings of the Commission. No alternate Representative shall be entitled to vote if the Represen- tative of such Governmental Unit is in attendance at a meeting of the Commission. Each alternate Representative must meet the requirements set forth in Section 3.02 (c) hereof. Upon compliance with the prov is ions of Section 3.01 he reof, no Gove rnmental Unit shall be required to appoint a Representative to act on its behalf on the Commission. (b) Each Representat i ve shall have one (1) vote on the Com- m1SS10n. (c) Each Representative shall be, at the time of selection and at all times while acting as a Representative, either the Chief Executive Officer, the Chief Financial Officer, or an elected or appointed public official of the respective Governmental Unit. In the event any Representat i ves shall cease to be one of the above, resign according to Section 3.06 or be removed as the Representa- tive of the respective Governmental Units, such Governmental Unit shall appoint a new Representative within thirty (30) days. (d) 3.01, 1n ( 9 ) . In accordance with the 1 imi tat ions set for th in Sect ion no event shall the number of Representatives exceed nine (e) Each participating Governmental Unit in its sole discre- t ion may remove its Representat i ve at any time by resol ut ion and may appoint a new Representat i ve by resol ut ion presented to the Commission by the respective Governmental Unit. (f) The Governmental follows: initial Representatives Unit each represents and of the their Commission, addresses are the as Name Member Address Richard Dodge City of St. Petersburg 175 Fifth St. North St. Petersburg, FL 33701 Finance Director City of Sarasota John T. Haylett 1565 First Street Sarasota, FL 33577 R. B. Shore Manatee County Clerk of Circuit Court 1115 Manatee Ave. West Bradenton, FL ~33505 Section 3.03. Action. of the Commis s 10n shall be pursuant to Section 3.09. (a) The affairs, actions and duties undertaken at a duly called meeting 6 I I (b) At any meeting of the Commission at which any official act i on is to be taken, a major i ty of the Representat i ves shall constitute a quorum but in no event shall a quorum consist of less than two (2) Repre sentat i ves i and a ma jor i ty vote of the Repre- sentat i ves present shall be the act of the Commiss ion except as provided in Section 3.01(c). (c) A certificate, resolution or instrument signed by the Chai rman, Vice Chairman or such other designated person of the Commission as may be hereafter selected by the Commission shall be evidence of the action of the Commission and any such certificate, resol ut ion or othe r inst r ument so signed shall concl us i vely be presumed to be authentic. Likewise, all facts and matters stated therein shall conclusively be presumed to be true. Section 3.04. Election of Officers; Election of Executive Di recto r . ( a) Once a year, and at such othe r t ime as may be necessary to fill a vacancy, at a meeting of the Commission called for the purpose thereof, the Commission through its Representatives shall elect a Chairman, a Vice Chairman and Secretary-Treasurer to conduct the meetings of the Commission and to perform such other functions as he rein provided. Said Chai rman, Vice Chai rman 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 (e) hereof. (b) As often as necessary, the Commission shall elect an Executive Director which may be a Representative. The Executive Director shall perform such functions and duties as prescr ibed by the Commission. 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 meet ings, proceedings and acts of the Commission, but such minutes need not be verbat im. Copies of all minutes of the meetings of the Commission shall be sent by the Secretary- Treasurer or a designee to all Representatives of the Commission. Sect ion 3.06. Res ignat ion. Any Representat i ve may res Ign from all dutIes or responsibilIties hereunder, by giving at least seven (7) days pr ior wr i tten not ice sent by reg is te red mai 1 to the Chairman. Such notice shall state the date said resignation shall take effect and such resignation shall take effect on such date. Any Representative, upon leaving office, over and deliver to the Chairman any and shall forthwith turn all records, books, 7 I I documents or other property in his posseSS10n 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 J_n accordance with the terms of this Agreement. Section 3.08. Liability. No Representative, agent, represen- tative 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 negl igence, or for any act of omis s ion or commis s ion by any other Representative, agent or employee of the Commission. Section 3.09. Meetings. (a) The Commission shall meet at a meeting called by either a majority of the Members, or at the request of the Chairman. Meetings shall be conducted at such loca- tions as may be acceptable to the majority of the Commission. The Chairman shall set forth date, time, location and purpose of each meeting and notice thereof shall be furnished to each Representa- tive by the Secretary-Treasurer not less than seven (7) 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 thereat. The Chairman may direct the Secretary- Treasu re r to send the pre requis i te not ice for any meet ing of the Commission otherwise called in accordance with the provisions hereof. (b) within seven (7) days of the creation of the Commission, the duly appointed Representatives shall hold an organizational meeting in St. Petersburg, Florida, to elect officers and perform such other duties under this Agreement. Section 3.10. withdrawal of Governmental Unit. (a) Any participating Governmental Unit may withdraw from the Commission at any time, if the following conditions are satisfied: (i) the respective Governmental Unit has no loans outstanding under the terms of the Program; and (ii) a certified resolution from the participating Governmental Unit's governing body setting forth its intent to withdraw from the program presented to the Commission. (b) Upon satisfaction of the above conditions, such with- drawal shall be effective immediately. 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, 8 I I 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. Sect ion 4.02. Bond Proceeds. The proceeds f rom the or ig inal 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 combi- nat i on of them, the State of Flo r ida or any pol it ical subd i v is i on 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 Flo r ida or any pol it ical subd i v is ion the reof to pay the pr inc ipal 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. ARTICLE V MISCELLANEOUS Section 5.01. shall be deemed to or statutory duties officers thereof. Del egat ion of Duty. Noth ing contained he re in authorize the delegation of the constitutional of the State or the Governmental Units or any 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. 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 terri- tor ial 1 imi ts for thei r respective Governmental Units shall apply to the same degree and extent to the performance of such functions 9 .. ~ ,~ " '" J and duties of sul officers, agents or emPlotees extraterritorially under the provisions of this Interlocal Agreement. Section 5.04. 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 part ies to this Agree- ment, 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 s11all in any manner be obI igated to pay any debt s, obI iga t ions or liabilities arising as a result of any actions of the Commission, the Representatives, other Members, or any other agents, employees or Representatives of the Commission and neither the Commission, the Representatives, other Members, or any other agents, employees or representatives of the Commission have any authority or power to otherwise obligate the Governmental Unit in any manner. Sect ion 5.05. Amendments. Thi s Agreemen t may be amended in writing at any time by the concurrence of a three-quarters (3/4) vote of the Representatives present at a duly called meeting of the Commi ss ion and subsequent rat i ficat ion by the governing body of each participating Governmental Unit. 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 ( i i) permi t the di ver s ion or appl ica t ion of any of the money or other assets of the Commission for any purpose other than those specified herein or to affect the tax-exempt status of the Bonds. Section 5.06. Controlling Law. strued and governed by Florida law. This Agreement shall be con- Section 5.07. Effective Date. This Agreement shall be effec- tive from the date of execution hereto. 10