ADDENDUM CREATING THE FIRST FLORIDA GOVERNMENTAL FINANCING COMMISSION
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ADDENDUM TO INTERLOCAL AGREEMENT
WHEREAS, pursuant to the provisions of Section 163.01,
Florida 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 ana correct composite copy of the Agreement, as amended, is
attached hereto as Exhibit "1" and incorporated by reference.
WHEREAS, Section 3.n1 of the Agreement provides 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 approving
the City of Clearwater, Flor ida (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 Agreemen~as been executed by and on
behalf of the authorized officers and representatives of the
Governmental Unit.
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CIty Clerk
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(SEAL)
Attest:
this18thday of
June
, 1987.
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EXHIBIT 1
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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 beinq
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, with their participation evidenced by the siqnatures 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 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 inter local 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
\\THEREAS, 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, respectively, determined
that there is a substantial need to create such a legal entity to
administer a limited interlocal governmental 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 Units that now execute
this Agreement, the First Florida Governmental Financing
*COMPOSITE FORM OF AMENDED INTERLOCAL AGREEMENT
5/22/87
Commission, a a leoal entity and public bOdJ cocpocate and politic
(the "Commission") is hereby created and charoed with the
structuring of the Program as follows:
ARTICLE I
DEFINITIONS
The following definitions shall govern the interpretation of
this Aoreement:
"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 Agr-eement, including
any amendments or supplements hereto, executec1 and delivered in
accordance with the terms hereof.
"Bonds" shall mean the Bonds issued by the Commission pursuant
to Section 4.01 of this Aoreement, the proceeds from the sale of
which shall be deposited and disbursed to the Governmental Units
pursuant to the terms of the Indenture, the Loan Agreements and
other Program Documents.
"City" shall mean those municipalities which execute
Agreement and thereby agree to be bound by its terms until
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.
"Governmental Units" shall mean any City or County, 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 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.
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"Interlocal Act"
Statutes, as amended.
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shall mean Part I of Chapter
163, Florida
"l,oan" means an amount equal to outstanding balance under a
particular Loan Agreement.
"Loan Ag reement" or "Loan Ag reement s" 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 Share" shall mean a fraction, the numerator of which
15 the outstanding principal amount of the Loan with regard to a
pa r t i cula r Gove r nmenta 1 Un i t and the denominator of wh ich 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 Agreement and such other agreements, opinlons of counsel
and certificates as the Commission shall deem appropriate.
"Project" shall mean
the governing body of a
including the refunding of
a gove r nmental unde rt ak ing appr oved by
Governmental Unit for a public purpose
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
Governmental Unit authorizing the participation of such Govern-
mental Unit 1n the Program pursuant to the provis10ns 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.
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Whenever any words are used In this Agreement In the masculine
gender, they shall be construed as though they were also used 1n
the feminine or neuter gender in all situations where they would so
apply, and whenever any words are used 1n this Agreement 1n the
sinqular form, they shall be construed as though they were also
used in the plural form 1n all situations where they woulcl so
apply.
ARTICLE II
THE COMMISSION
Section 2.01. Creation. There 1S hereby created the First
Florida 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. The purpose of the Commission is to
enable a limited number of participating Governmental Units, 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 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, Florida
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.
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(b) No enullLration of powers herein SlJll be deemed exclusive
or restrictive, but shall be deemed to incorporate all implied
pOV.lers necessary or incident to carrying out the purpose of the
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 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
those participating Governmental
J\rticle. In no event, however,
(15) Members.
the Commission
Units selected
shall there be
(b) The existing Members of the Commission consist of the City
of St. Peter sburg, Flor ida, the City of Sarasota, F lor ida, Mana tee
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-
be r sand subsequen t execut ion of th i s Ag reemen t. In connec t ion
with applying for membership such Governmental Unit shall elect
whether to select a Representative as set forth in Section 3.02
hereof to serve on the Commission. If such Governmental Unit
elects not to have a Representative on the Commission, unanlmous
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). Notwithstanding the provisions of Section 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
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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 attenda~ce 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 provisions of Section 3.01 hereof, no Governmental Unit
shall be required to appoint a Representative to act on its behalf
on the Commission.
(b) Each Repre sentat i ve shall have one (1) vote on the Com-
miSSion.
(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 Representatives 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, in
( 9) .
In acco rdance with the 1 imi ta t ions set for th in Sect ion
no event shall the number of Representatives exceed nine
(e) Each participating Governmental Unit in
t ion may remove its Representat i ve at any time
may appoint a new Representat i ve by resol ut ion
Commission by the respective Governmental Unit.
its sole discre-
by resolution and
presented to the
(f) The
Governmental
follows:
initial
Unit each
Representatives
represents and
of the
their
Commission,
addresses are
the
as
Name Member
Ad d res s
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 CommiSSion shall be
pursuant to Section 3.09.
( a ) Th e a f f air s, act ion san d d uti e s
undertaken at a duly called meeting
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(b) At any meeting of the Commission at which any offic1al
action is to be taken, a majority of the Representatives shall
const1tute a quorum but in no event shall a quorum cons1st of less
than two (2) Representatives; and a majority vote of the Hepre-
sentatives present shall be the act of the Commission eXCejlt as
provided 1n Section 3.01(c).
(c) A certificate, resolution or instrument signed by the
Chairman, Vice Chairman or such other designated person of the
Commission as may be hereafter selected by the Commission shall be
evidence of the action of the Commission and any such certificate,
resolution or other instrument so signed shall conclusively be
presumed to be authentic. Likewise, all facts and matters stated
therein shall conclusively be presumed to be true.
Section 3.04. Election of Officers; Election of Executive
Director. (a) Once a year, ann at such other t1me as may be
necessary to fill a vacancy, at a meeting of the Commission called
for the purpose thereof, the Commission through its Representatives
shall elect a Chairman, a Vice Chairman and Secretary-Treasurer to
conduct the meetings of the Commission and to perform such other
functions as herein provided. Said Chairman, Vice Chairman and
Secretary-Treasurer shall serve one (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 Commiss ion 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 Vlce Cha 1 rman shall be pe rml tted to take such act i on and s ig n
such documents, includ ing the Prog ram 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 mi n ute s need not be ve r bat im. Copies of all min utes of
the meet i ng s of the Commiss ion shall be sent by the Sec retar y-
Treasurer or a designee to all Representatives of the Commission.
Section 3.06. Resignation. Any Representative may resign
from all dutles or responslblllties hereunder, by giving at least
seven (7) 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.
Any Representative, upon leaving office,
over and deliver to the Chairman any and
shall forthwith turn
all records, books,
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documents or other property in
which belongs to the Commission
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his pOSSCSf310n or under hlS control
and/or relates to the Program.
Sect i on 3.07. Expenses. The Commiss ion may establ ish I from
time to time, reimbursement for necessary expenses incurred ]11
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 negligence, or for any act of omission or commlSSlon
by any other Representative, agent or employee of the Commission.
Section 3.09. Meetings. (a) The Commission shall meet at a
meeting called by elther a majority of the 1'<1embers, 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
meet ing 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, loca t i on and pu rpose of such meet ing and any act ion pr oposed
to be taken thereat. The Chairman may direct the Secretary-
Treasu re r to send the pre requis i te not ice for any meeting of the
Commission otherwise called in accordance with the provlsions
hereof.
(b) Within seven (7) days of the creation of the Commission,
the du ly appoint ed Representa t i ves shall hold an organ i za t i ona I
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
respect i ve Gave rnmental Unit hRS no loans outstand ing unde r 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 provlslons of the
Inte r local Act, the Commiss ion 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,
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bear ing interest at such lawful rate or ra.~es, Incl udIng var lable
rates, and supported by such other documents to be issued as may
hereRfter 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
a n (] un d e r s II c h con d i t ion s ass e t for t h her e i n and 1. nth e Pro g ram
Documents provided.
Section 4.03. Limited Obliqations. Notwithstanding anything
to the contrary herein or In th"e 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 FloridR to be approved at an election of the qualifled
electors of the Governmental Units. The Bonds shall not constitute
a general obligation of the Governmental Units or anyone or combi-
nation 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.
ARTICLE V
MISCELLANEOUS
Section 5.01.
shall be deemed to
or statutory duties
officers thereof.
Delegation of Duty. Nothing contained herein
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 immunlties 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-
torial limits for their respective Governmental Units shall apply
to the same degree and extent to the performance of such functions
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and duties of su~J officers, agents or employles extraterritorially
under the provisions of this Interlocal Agreement.
Section 5.04. Limited Liability. This Agreement does not
relieve a G-overnmental Unit of any obligation or respontJibi Lily
imposed upon it by law except to the extent of actual a.nd timely
performance tile reo f by one or more of the parties to lh i sl\g ree-
menl, or the 'l'rustee, in which case the performance may be offered
in satisfaction of the obligation or responsibility but only to the
e x ten t pro v ide din the pr 09 ram Do c u In e 11 t s . No Go v ern men tal Un i t
shall in any manner be obligated to pay any debts, obligations or
liabilities arisinSJ as a result ,::>f any actions of the Commission,
the Representatives, other Members, or any other agents, employees
or Representatives of the Commission and neither t1le Commission,
the Representatives, other Members, or any ot11er agents, employees
or representatives of the Commission have any auUlOrity or pJwer to
otherwise obligate the Governmental Unit in any manner.
Section 5.05. Amendments. This Agreement may be amended 1n
\Hiting at any time by the concurrence of a three-quarters (3/4)
vole of the Representatives present at a duly called meeting of the
Commission and subsequent ratification 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
(ii) permit the diversion or application 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.
Sect ion 5.06. Cantrall ing Law.
strued and governed by Flor1da law.
This Agreement shall be con-
Section 5.07. Effective Date. This Agreement shall be effec-
tive from the date of execution hereto.
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