HomeMy WebLinkAboutR-89-0153J-89-168
2/9/89
RESOLUTION NO. 89"15 3
A RESOLUTION, WITH ATTACHMENT, APPROVING THE
AUTHORIZATION AND EXECUTION OF AN INTERLOCAL
AGREEMENT PROVIDING FOR THE CREATION OF A POOLED
MUNICIPAL AND COUNTY LOAN PROGRAM FOR FINANCING
AND REFINANCING OF QUALIFYING CAPITAL PROJECTS.
WHEREAS, the Commission of the City of Miami, a political
subdivision of the State of Florida, has determined that there is a
substantial need to obtain low-cost funds to finance and refinance the ongoing
needs of the City of Miami for capital projects which will enable the City of
Miami to provide its citizens with new services and facilities, and to
continue to provide present services and facilities, which are necessary to
maintain the quality of life of the inhabitants of the City of Miami and the
State of Florida; and
WHEREAS, by pooling the needs of the City of Miami for such funds
with the needs of other municipalities and counties in the State of Florida, a
program can be developed which, due to its economies of scale, will enable the
City of Miami to obtain such needed funds
at the lowest possible cost and help
to alleviate the burden on the citizens
and taxpayers of the City of Miami
from the cost of providing such necessary
services and facilities; and
WHEREAS, such a pooled municipal
and county financing program can be
accomplished by interested municipalities
and counties in the State of Florida
-
joining in an Interlocal Agreement and
First Amendment to the Interlocal
Agreement, in substantially the attached
form, which is before the Commission
of the City of Miami (the "Interlocal
Agreement"), and, pursuant thereto,
creating an entity to establish programs
on behalf of and as the agent of the
_
municipalities and counties entering into
the Interlocal Agreement; and
WHEREAS, the City of Miami, Florida may desire to participate in
such a program;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY Op.._
MIAMI, FLORIDA:
Section 1. A proposed pooled municipal and county financing ro am
is hereby approved and the City Manager is hereby directed to execute::.-. .�
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deliver on behalf of the City of Miami a signature page, in subs tout ially`the
form attached hereto as Exhibit 1, and attach the same as pert of':611*_ psi# ,
Exhibit A to the Interlocal Agreement in order that the City of Mi►n�.;p�y
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ATTACHMENTS FE6 �►f
CONTAINED
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enter into the Interlocal Agreement with other participating municipalities
and counties in the State of Florida and participate, to the extent to be
hereafter approved by resolution, in said pooled financing program.
Section 2. The City of Miami is entering into the intetlacal
Agreement to more effectively perform its service function relating to the
provision of adequate services and facilities constituting qualifying capital
projects for the inhabitants of the City of Miami.
Section 3. The Interlocal Agreement shall in no way be interpreted
to authorize the delegation of the constitutional and statutory duties of the
Commission of the City of Miami, nor in any way obligate the City of Miami for
any debt, obligation or liability except to the extent as may hereafter be
approved through the execution and delivery of a Participation Agreement
whereby the City of Miami would actually draw down funds from the Program to
finance or refinance the City of Miami's capital project needs.
PASSED AND ADOPTED this 9 th day of February 1989.
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` p1rat Amendment to Interlocal Agreement
CroWng the Plorida League of Cities
ptrat municipal Ltian Program ► $:
This amendatory agreement made and entered into as of
begember 1, 1906 (the "First Amendment to Interlocal Agreement"), :
ON ding that certain Interlocal Agreement by and between the
Fublie Agencies thereto, initially being Quincy, Plorida and
Taliaha*see` Plorida (the "Original Interlocal Agreement") (as so 4
amended the "Interlocal Agreement") is between and by the public
Agencies listed on Exhibit A attached hereto, which consists of
all of the Public Agencies who are parties to the Interlocal z
Agreement as of the date hereo!t
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WI T N E S S E T 9
Whereas, pursuant to Florida Statutes 163.01, as amended
the Florida Legislature has allowed such Public Agencies to fund
self insurance reserves for liability claims; and
Whereas, the Council has determined that the Public
Agencies are desirous of expanding and amending the definition of .
"Project" or "Projects" in the Original Interlocal Agreement in.
order .to allow certain participating Cities and Counties to take.
advantage of the law allowing such funding of individual self_...-.,
insurance reserves: and
Whereas, there are funds remaining from the proceeds of,,,
Bonds issued pursuant to Section 4.01 of the Original Interlocal'
Agreements
Now, therefore, in consideration of these premises, ;.'.
the Original Interlocal Agreement is hereby amended as follows.
ARTICLE I '.
Definitions _
All'capitalised terms used.herein, and not amended here
by,' shall be ascribed the meanings assigned to such,termsinFth¢
- Or-ginal Interlocal Agreement. The definition of the-term:.:"pro=
ject" shallbe amended to include the following sentence at the.; '
end, of such definition "Tt�e term "Project" includes any. pro jest
Authorized pursuant to Sectlon.163.01(7)(e)e Florida Statutes,::as <..
amended, provided that the Public Agency shall obtain an opinion
of nationally recognized bond counsel addressed to the Council
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F•.P.06 '89 1`:'3k' PLN LE A OF CITIM 904 2 t3L
INTER AX" AGREEMENT *
CREATING THE MRIbA LEAGUE bF CITIES
-. _-� 5T rCTPAAL LOAN^ per,.,
THIS AGREEMENT made and entered into on the dates and by
the Institutions listed in Exhibit A attached hereto (the "Publire
Agency" at "Public Agencies"), each one of which constitutes amunic pal corporation organized under the law of the State of
Florida, or a County located in the State of Florida being a
political subdivision thereof, their participation in this Agree-
ment being evidenced by the signatures of their duly authorized
representatives and the resolutions of the governing body of each
such City or County, such resolutions and signature pages attached
hereto as composite Exhibit A (the "Resolutions")s
WITMNSSET8t
wBEREAs, the Florida Interlocal Corporation Act of 1969,
being part I of Chapter 163, Florida Statutes, -as amended (the
"Znterlocal Act") permits any public agency of the State to exer-
cise jointly with any other public agency of the State any power,
privilege, or authority which such agencies share in common and
which each might exercise separately in order to enable local
governmental units to make the most efficient use of their powers
by enabling them to cooperate with other localities on a basis of
mutual advantage and thereby to provide services and facilities
in a manner and pursuant to forms of governmental organization
that accords best with geographic, economic, population, and other
factors influencing the needs and development of local communities;
and
WHEREAS, each of the Public Agencies has the power to
borrow funds, contract loans and issue obligations payable from
revenues derived from sources other than ad valorem -taxes on real
or tangible personal property and which do not pledge the property,
credit, or general tax revenue of the Public Agencies, for public
purposes pursuant to Part I of Chapter 159 and Part It of Chapter
156, in the Case of municipalities, or Part I of Chapter 125,"in
the case of counties, Florida Statutes (collectively, the "Act*);
and
WHEREAS, pursuant to Chapter 85-5S, Laws of Florida,
the Plorida► Legislature has, effective October 1, 1985,'amended
the Interlocal Act to authorize the Public Agencies, pursuant to
an interlocal agreement, to create a separate legal or administra-
tive entity to exercise the common powers of the parties to such
agreement to issue revenue bonds to finance and refinance capital
Projects pursuant to the Act, such bonds to be issued on behalf of
and at the behest of such parties; and
89-153.u.
rM. AE• ASS it: BE PLA LE:QAWt CC CITltS -004 c2zS*ft P.7`/r4
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WHEREAS, pursuant to the Resolutions the Public Agencies
have determined that there is a substantial need for a pooled
municipal and c unty projects financing program (the "Program")
which will provCdt funds for qualifying capital projects to bo
undertaken by each of the participating Public Agencies and, for
the purpose of establishing such a Program in a manner in keeping
with the purposes of the Interlocal Act, it is to the common good
and welfare: of the Public Agencies and the inhabitants thereof to
create• pursuant htreto, an entity to borrow the necessary fuhd8
for the cost of financing, refinancing, acquiring, constructing,
replacing, establishing, maintaining, equipping and operating
public facilities and projects and to appoint an administrative
entity to administer and execute said Program.
Now, THEREFORE• in consideration of the promises and the
mutual covenants herein and in the Resolutions contained, it is
mutually agreed and understood by and among the Public Agencies
that now have or may hereafter execute this Interlocal Agreement,
that the First Municipal Loan Council, an unincorporated associa-
tion all of the members of which shall be participating Florida
muni-cipalities and counties (the "Council") is hereby created
and charged with the structuring of the Program?as followss
ARTICLE I
DEFINITIONS
The following definitions shall govern the interpreta-
tion of this Inteerlocal Agreement:
11 . "Act" shall mean, collectively, Part Z of Chapter 125,
Part II of Chapter 166 and Part I of Chapter 159, Florida statutes,
as amended and other applicable provisions of law.
"Additional Bonds" means any revenue bonds which may
hereafter he approved and issued by the Council pursuant to
Section 4.05.
"Administrator" shall mean that pearson# firm, partner
ship, association or corporation designated by the directors who
shall administer the program pursuant to the provisions of this
Agreement and of the Program Administration Agreement. The'iaitiAl
Administrator shall be the Florida League of Cities. Inc., a'
Florida corporation.
'Agreement" or "Interlocal Agreement" means this Inter
IoCal Agreement, including any amendments or supplements hereto
executed and delivered in accordance with the terms hereof:
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"Hoard" or "Board of Director$" shall mean the Hoard of
biroctors of th4 Council, such Board consisting of local elected
municipal and/or county officials chosen in the manner set forth
in Article III hereof.
"Bonds" shall mean the revenue bonds issued by the
Council pursuant to SeCtioA 4.01 of this Agreement# the proceeds
from the sale of which shall be deposited in the Fund and disbursed
to the Public Agedcies pursuant to the terms of the Udenture,
the Program Administration Agreement and the Participation Agree-
ments.
"City" or "Cities" shall mean the municipalities of the
State that have executed and delivered (i) a Resolution, and (ii)
this Agreement. Each City shall be bound by the terms of the
Agreement until such time as it no longer has any obligations
under the Program.
"Council" shall mean the FIRST MUNICIPAL LOAN COUNCIL,
an unincorporated nonprofit association of Florida municipalities
and counties created pursuant to the provisions of Article II of
this rnterlocal Agreement.
"County" or "Counties" shall mean the counties of the
State that have executed and delivered (i) a Resolution, and (ii)
this Agreement. Each County shall be bound by the terms of the
Agreement until such time as it no longer has any obligations
under the Program.
"Credit -Institutions" shall mean such institution or
institutions hereafter selected by the Hoard, such Credit Institu-
tions to provide the Credit Supports for the Program.
"Credit Supports" shall mean any one or more of the
followings (i) a direct draw or standby letter of credits (ii)
municipal bond insurance policy or policiess (III) line of credit;
or (iv) municipal surety bonds. The Credit Supports shall be
Issued by the Credit Institutions pursuant to the terms and pro-
visions of the Credit Support Agreements.
"Credit Support Agreements" shall wean the agreements to
be entered into by and among the Credit Institutions, the Trustee
and the Council. The Credit*Support Agteements shall provide
for, among other things (i) the terms upon which the Credit Sup-
ports may be drawn on, (Li) the manner in which the Credit In-
stitutions shall be reimbursed for such draws, (III) the terms of
the issuance, reinstatement and termination of the Credit Supports,
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FtP 06 ' 89 I S5123 t F-LA LEAG.t CF CITIES 904 22.2 F , 9 ,24
and (iv) the rights, duties, and obligations of the parties to -
the Credit support Agreements.
"Fund" shall mean the funds and accounts which may be
now or hereafter created by the Council pursuant to the terms
and conditions of this Agreement and the program Documents, includ-
ing any income derived from the investment thereof, such Fund to
be held and invested in accordance with the terms of the indenture.
"Indenture" shall mean that certain Trust Indenture to
be entered into by and between the Council and the Trustee,
including any amendments or supplements thereto executed and de-
livered in accordance with the terms thereof. The Indenture shall
be in such form and contain such provisions, covenants, represen-
tations and restrictions an shall hereafter be approved by the
Board.
"Interlocal Act" means the Florida Interlocal Cooperation
Act of 1969, being Part I of Chapter 163, Florida Statutes, as
amended, including, without limitation, Section 163.01(7)(d) of
tie Interlocal Act at such time as the same becomes effective.
"Participation Agreement" shall mean the participation
agreement, including the Exhibits attached thereto, which a Public
Agency is required to execute prior to participating in the Pro-
gram, which participation agreement shall be in the form prescribed
by the Board of Directors and which shall require a Public Agency
to be bound by the terms of this Agreement and said Participation
Agreement.
"program" means the Program of the Council created
and structured pursuant to the terms and conditions of this Agree-
ment and the Program Documentsipursuant to which costs of the
Projects will be financed, ref nanced or reimbursed through the
issuance of the Sonds•and future pooled programs which shall be
created by the Council pursuant to the provisions hereof 'and
financed from proceeds from the sale of Additional Bonds as
provided in Section e.OS hereof.
"Program Administration Agreement" or "Administration
Agreement" shall mean the Program Administrations Agreement to be
entered into by and between the Council and the Administrator,
such Administration Agreement to be in such form and containing
such provisions, covenants, representations, restrictions and to
provide for such compensation as shall hereafter be determined by
the Board.
"Program Documents" shall paean, collectively, the Inden-
ture, the Participation Agreements, the Program Administration
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89---53
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Agreement. the Credit Support Agreements and such other agree
menur opinions of counsel and certificates as the 9oard shall
deem appropriatq,,
"Project" or "Projects" shall mean the capital projects
which are financed, acquired, constructed, replaced, established,
improved, maintained, equipped or operated by a Public Ag!acy,
such Project or Projjects constituting qualifying capital "projects"
as such term is defined in Section 166.101(8), in the case of the
Cities, Section 129.011(2), in the case of the Counties, or Sec-
tion i59.02(4) of the Act.
"Public Agency" or "Public Agencies" means any City or
County, or any combination thereof, participating in the Program.
"Representative" shall mean such elected public official
representing a participating City or County as provided in Article
IxI hereof.
"Resolutions" shall mean the resolution of a Public
Agency authorizing the participation of such Public Agency in the
Program pursuant to the provisions of this Agreement.
"State" shall clean the State of Plorida.
"Trustee" means such entity to be hereafter selected
by the Hoard to act as Trustee for the Program in accordance with
the terms of the Indenture, and any successors or assigns...
ARTICLE II
THE COUNCIL
section 2.01. There is hereby created the FIRST XW1-
CXPAL' . LOAi3 C"�UNC , an unincorporated nonprofit association under
Florida- Law,_ none of the profits of which shall inure to the
benefit of any private person.
Section 2,02. The general purpose for which the Council
is hereby create ain-d organized is to assist the Public'Agencies
in developping and structurinq programs and activities, including:
without limitation,.the Program, on behalf of and as the agent of
the Public Agencies which increase the purchasing power of the
Public Agencies, consider joint purchasing programs and to have
such additional rights as herein and in the Lnterlocal Act pro-
vided.
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section 2.03• The members of the Council shall consist
of all of the Pu c Agencies from time to time listed on Exhibit
A herta. Any duly constituted Florida municipality or county may
become a member by executing and delivering a signature.page and
a Resolution. Ap
Section 2.04. The term of the Council shall be coinci-
dental with` the term of this Agreement4 upon the termination of
the Council, all of its assets• it any, shall be distributed to
Its member Public Agencies in accordance with their pro rats
share of the Fund. Such pro rata share shall be a percentage
calculated based on the amount of the Fund which has-been desig-
nated for a particular Public Agency versus that amount desig-
nated for all other Public Agencies participating in the Program.
Neither the Council not this Agreement shall be terminated while
there are any outstanding obligations under this Agreement or
incurred pursuant to this Agreement.
ARTICLE III
MEMBERSHIP AND THE BOARD OF DIRECTORS
Section 3.01. As provided in Section 2.02 hereof, mem-
bership of ou cil shall be made up of participating Cities
and Counties. Each City and County shall designate an elected
public official from such City or County to represent it at meet-
ings of the members (the "Representatives*).
Section 3.02. The affairs, actions and duties of the
Council shall be undertaken by the Board of Directors. The Board
shall consist of not less than one (1) nor more than five (5)
elected public official(s)e each one of which shall be appointed
in the manner provided for in Section 3.03.
Section 3.03. (a) Except as otherwise provided in sub-
section () of t 1sWection 3.03, Directors shall serve three
year terms. Directors may be reappointed, but no Director may
serve more than two (2) Full consecutive three year terms. The
Directors shall be appointed in the following manner:
(i) Two (2) Directors who shall be appointed by the
President of the Florida League of Cities, Inc.; and
(11) Three (3) Directors shall be Representatives nomi-
asted by the Board of Directors. The Board of Directors
shall notify all of its members of such nomination$ in the
manner provided for in subsection (c) of this Section 3.03
ande unless (x) a majority of those Public Agencies, not
otherwise in default, whose participation in the Program
constitute A.majority in dollar amount of all amounts then
outstanding under all of the Participation Agreements and
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(y) a Mllatity In nuMbOr, of all the Public Agencies# shall
t-*J*tt aueh hominations in the ginner provided in subaot:416
tion (a) of *this Section 3.03, said nominees shall be
Appointed to. the Board.
(b) The initial Board of Directora, their terms
and addresses are as follows:,
Name
.r.
genry Cook
Councilman
Jacksonville, Florida
William S. Rowall
Ma o r
Atlantic Beach, Florida
William A. Evers.
Mayor
Bradenton, Florida
Tlra
Address
3 years* 1614 Atlantic University
Circle
Jatcksonville, FL 32207
3 years P.O. Drawer 25
Atlantic Beach, FL 32233
2 years Caller Service 25013
Sradentone FL 33506-5015
Lawrence J. Kelly 2 years P.O. Box 551
Mayor Daytona Reach, FL 32015-0451
Daytona Beach, Florida
John'R. Land 1 year* P.O. Drawer 1229
_
Mayor Apopka, FL 32103
City *of Apopka, Florida
The successor to this.Director.to.be appointed,i
the manner provided in paragraph (i) of subsection 3.03(a).
(c) At least sixty (60) days prior to the time For`.
a ntment of, Director or Directors,purssuant to paragraph
pp4
) :of subsection 3.03 (a) ,. the Board shall mail to the
saembera a ballot in substantially the followinq farm:. ;
j "You are hereby: notified of >tn.:electon ,of (al :s
Director(s)- to the Board of Directors of 'this ,First
a Municipal Loan Board pursuant to the provisions of
.,,..,.,paragraph (Li) of subsection 3.03(a).of the Interiocal,
j regiment. The present.eoard of Directors recommend
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following individualtal to serve 'in such capaeitys
• _.
4
1.
iNAme of Nominees and short biographical sketchl
yo�'.desire (al different qualifying p►ir ontsl
to beta ppo rated o the Soardplease check the box marked
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"No" next to (each of their) (his) name and list the name
and provide a Short biographical .sketch of the person(sj you
desire to serve on the Board below.
UNLESS THIS BALLOT IS Rr=NED BY . 19
( NOT LESS THAN THREE ( 3 ) WEEKS FROM THE DATE OF MAL ryou
wILL BE DEEMED TO HAVE awn YOUR PROXY To THE BOARD OF
DIRECTORS TO APPOINT THE NOMINATIONS OF-TBE DOMD SPECIFIED
HEREIN."
Notice of appointments and nominations to the Board shall
be sent by mail, postage prepaid, in the manner in which notices
of meetings are given pursuant to Section 6.01 hereof.
(d) In the event that the nominees of the Board for
appointment of Directors pursuant to paragraph (£ii) of subsection
3.03(a) are rejected by the members, the Board of Directors shall
prepare ballots which shall be mailed, return addressed envelope
enclosed, postage prepaid, to the members in the same manner in
which notices of meetings are given pursuant to Section 6.01 here-
of. Said ballot shall contain the (i) nominations of the Board
-'wd'tii) the nominations of the members (said -nominations being
persons listed on the ballots provided to the Board pursuant
to subsection 3.03(c) which at least ten percent (10%) of the
members listed therein). The votes for each nominee must be
separately counted and those persons receiving a plurality of
votes from ballots returned to the Chairman within fifteen (15)
days of the date of the mailing of the ballots shall serve on the
Board. '
Section 3.04. Once a yeac,-and at such other time as
maybe necessary 'to —fill a vacancy, at a meeting of the Board
called for'the purpose thereof, the Board of Directors shall
select a Chairman and Vice -Chairman to conduct the meetings of
the Hoard and to perform such other functions as herein pro-
vided. Said Chairman and Vice -Chairman shall serve one (1)
year terms unless they sooner resign pursuant to Section 3.09
or are otherwise removed pursuant to Section 3.05 hereof.
Section 3.OS. (a) Each Director shall be, at the time
of his elect on an urinq his tenure of officer an elected
public official of a Florida municipality or county, which,
except for the initial Directors and Directors chosen pursuant
to paragraph (i) of subsection 3.03(a), is a member. In the
event any Director shall cease to be an elected public official,
or shall resign pursuant to Section 3.09 hereof, shall be
removed from office pursuant to subsection 3.OS or shall vacate
his office for any other reason, then his office shall thereupon.
ipso facto become vacant, and the Hoard shall forthwith select
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89-153
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Ft 06 ' IS:37 F'LA L€ ft CITIES 904 22c
another elected public official to fill such vacancy in the
manner provided in Sections 3.03 hereof.
(b) A Director may be removed at any time by either of
the following methods:
(i) the affirmative written action of (i) a
majority of those Public Agencies, not otherwise in
default, whose participation in the program constitute
a majority in dollar amount of all amounts then out-
standing udder all of the Public Agencies and (y) a
majority in number, of all of the Public Agencies; or
(ii) with cause, by majority vote of the Board.
Section 3.06. The Administrator or his designee shall
keep minus of a meeting', proceedings and acts of the Board
of Directors, but such minutes need not be verbatim. Copies of
all minutes of the Hoard of Directors shall be sent by the
Administrator or a designee to all Directors.
Section 3.07. At any meeting of the Board of Directors
at which action is to be -taken a majority of the Board present at
such meeting shall constitute a quorum and the act of a majority
of the Directors present at any meeting at which there is a quorum
shall be the act of the Hoard.
Section 3.08. The Hoard of Directors shall conduct the:
business offand i" uM tEer the purposes of the Council including,
without limitation, the development, structuring and maintaining
of the Program. In order to more effectively Carry out its
duties, the Board may delegate to the Administrator certain
responsibilities and duties provided that the Board provide suf-
ficient guidelines and criteria for the performance of such duties
and responsibilities.
The Chairman, the Nice -Chairman and the Administrator
shall be permitted to take such action and sign such documents,
including the Program Documenta, on behalf of the Council and in
furtherance of the purposes of this Agreement and the Program as
shall be approved by resolution of the Board of Directors..
Section 3.09. Any Director may resign from all duties
or respons i t'i-e-s—Wereunder, by giving at least sixty (60)
days prior notice in writing sent by registered mail to the
Chairman of the Hoard of Directors. Such notice shall state
the date said designation shall take effect and such resigna-
tion shall take effect on such date unless a successor Director
8 06 ''3 M. A LA LE Cf- CITY 2Z83W16_ P. ir>Ia
Shall have been selected at an earlier date in the manner pro-
scribed in section 3.05t in which event such resignation shall
take effect immediately upon the appointment Of the successor
Director.
Any Director, upon leaving office, shall forthwith turn
over and deliver to the Chairman of the Board of Directors, at
the principal office of the Council* any and all records*
books, documents or other property in his possession or under
his control which belongs to the Council and/or relates to
the Program.
Section 3.10. A certificate or resolution signed by
the Chairman o v ce-Chairman shall be evidence of the action
of the Board of Directors and any such certificate, resolution
or other instrument so signed shall conclusively be presumed to
be authentic. Gikewiser all facts and matters stated therein
shall conclusively be presumed to be true.
Section 3.11. The Directors may establish, from time
to time, as reasonable amount of compensation from the Fund or
such other available money% available to the Council to cover
attendance at meetings by the Board of Directors in the perfor-
mance of the normal duties of a Director which compensation
may include reimbursement for necessary expenses incurred
in accordance with the terms of this Agreement.
Section 3.12. No Director, agent, representative or
employee of Re Council shall be liable for any action taken
pursuant to this Agreement in good faith or For an ommission
except gross negligence, or for any act of oma►iSSion or eom
mission by any other Director* agent* representative or
employee of the Council.
The Board of Directors is hereby authorized and
empowered to obtain, at the expense of the Fund* liability
insurance fully protecting -the respective Directors from any ,
loss or expense incurrede, including reasonable attorney's fees,
for all acts of the Directors except bad faith and gross negl-
gene. The Council hereby agrees to save, hold harmless and
indemnify the Directors from any loses, damage or expense in-
curred by said persons while acting in their official capacity
excepting bad faith and gross negligence.
Section 3.13. The Board of Directors may employ and
consult wit''—glegalcounsel concerning any questions which may
arise with reference to the duties and powers or with reference t
to any other matter pertaining to this Agreement or the Fund_
ttl? 01.., '39 ISs 3? t1A L t nr CITIES p. �E+ tt
and ccimplete sutheritation and protection in respect to any
action taken or suffered by the 0irectors hereunder in good
faith in aacordgnce with the opinion of Such Counsel# and the
Board of Direct ra shall not be liable therefor6
AMCLE tv
THE BONDS
Section 4 01. Pursuant to the provisions of the Inter -
local Act, the ouncsl may, upon approval of the Hoard of
Directors, issue the Bonds to finance and refinance the Projects.
The Bonds shall be issued upon such terms, containing such provi-
sions, bearing interest at such lawr'ul rate or rates, including
variable rates, and supported by such Credit Supports to be issued
by such Credit institutions pursuant to such Credit Support Agree-
caents# as may hereafter be established by the Hoard of Directors
Not -withstanding any other provisions hereof, no Bonds may be
issued by the Council prior to the effective date of Section
163.01 (7)(d), Florida Statutes, 1985.
Section 4.02. The proceeds from the original issuance
of the Bones s'�aldeposited in the Fund and used for such
purposes and under such conditions as herein and in the Program
Documents provided.
Section 4.03. Notwithstanding anything to the contrary,
herein or In t e Prggram Documents provided, the Bonds shall not,
constitute "bonds" within the meaning of Article Me Section 12
of the Constitution of Florida and are not required by said Con-...-
stitution and the Statutes of Florida to be approved at an elec-
tion of the qualified electors of the Public Agencies. The Bonds
shall not Constitute a general obligation of the PublicAgencies
or any one or combination of thew, the State of Florida or any
political subdivision thereof, or a lien upon any property owned
by or situated within the territorial limits of the Public A9en-
#.
ties, the State of Florida or any political subdivision thereof..
The holders of the Honda shall not have the right -to require or,.
compel any exercise of the taxing power of any of the Public Age'n-
cies, the State of Florida or any litical subdivision thereof,-
t.
tot
to pay the principal of, premium, any, and interest on the'
{
Ronda or to make any other payments provided for under the_Program_
Documents,.-
Section 4.04. Prior to their issuance, the Bonds shall
be validatiTin "FR manner provided in the Interlocai Act.
' F Lb M. 'Ry. 15: 39 FLA Lt. 1E !.F CUTS 9N
and complete authoriseation and protection in respect to any
action taken or suffered by the Directors hett►undlet in goad
faith in accorddnee with the Opinion of such counsel# and than
Board of Directors shall not be liable therefor.
ARTICLE M
TSE BONDS
Section 4.01. Pursuant to the provisions of the Inter -
local Act, theCouncil may, upon approval of the Board of
Directors, issue the Bonds to finance and refinance the Projects.
The Bonds shall be issued upon such terms# containing such provi-
sions, bearing interest at such lawful rate or rates, including
variable rates, and supported by such Credit Supports to be issued
by such Credit restitutions pursuant to such Credit Support Agree-
ments, as may hereafter be established by the Hoard of Directors.
Not -withstanding any other provisions hereof, no Bonds may be
issued by the Council prior to the effective date of Section
163.01 (7)(d), Florida Statutes, 1965.
Section 4.O2. The proceeds from the original issuance
of the Bounds- slzial'i"�e deposited in the Fund and used for such
purposes and under such conditions as herein and in the Program
Documents provided.
Section 4.03. Notwithstanding anything to the contrary.
herein or in Me Documents provided, the Bonds shall not,
constitute "bonds* within the meaning of Article VII, Section 12
of the Constitution of Florida and are not required by said Con-...-
stitution and the Statutes of Florida to be approved at an elec-
tion of the qualified electors of the Public Agencies. The Bonds
shall not constitute a general obligation of the public Agencies
or any one or combination of them, the State of Florida or any
political subdivision thereof, or a lien upon any property owned
by or situated within the territorial limits of the Public Agen-
czes, the State of Florida or any political subdivision thereof.
The holders of,the Bonds shall not have the right to require or,
compel any exercise of the taxing power of any of the 'Public Agen-
_ -
cies, the State of Florida or any political subdivision thereof
to pay the principal of, premium, if any, and interest on the`,
Bonds or to make any other payments provided for under the Program
Documents.
Section 4.04. Prior to their issuance, the Bonds shall
be validated in tgemanner provided in the Interloeal Act.
1
fyE: t b6 •�+ lt*-Sia PL+4 LtAGkt Or Cltltt 904
Y
$00ti4ft e_60S. At such time as the board Shall hereafter
date rxine ponthe' advice and consent of sttatioftallY recoqrtieed
asuftleipal bond counsel, that there is. -sufficient additional need
and desire by tft Cities and Counties of additional funds to
finance and refinance projects, the Council may issue Additianal� r
Wide to finance or :refinance the sae. The Additional Bonds
shall contain such terms and provisions and be issued pursuant to
such documents and agreements as may hereafter be approved by the
Board at a regular or special meeting thereof called fore such
purpose. This right of issuance, upon the satisfaction of the
conditions herein provided, shall•be deemed an official action of
the Council to xuthori2e the issuances of said Additional Bonds.
3«:
ARTICLE V
ESTABLISHMENT AND PURPOSE OF FUND
Section.9.01. Upon the issuance and sale of the Bonds,
the Council s�hal cause the Trustee, pursuant to the Indenture,
to,create the Fund, the operation and administration of which-
shall be the responsibility of the Council and the Trustee who-
shall act in :accordance with the terms and provisions of the
Indenture. The Fund shall be administered for the following uses
and purposes:
To provide a pool of funds: for the financing
t
and refinancing by the Public Aqencies for upr
to thirty (30) years for the acquiring, con- _
struction, replacing, establishing, improving,
maintaining, equipping and operating..of the
Projects for the accomplishment of public ?^
purposes within the State.
!-
Section 5.02. The Council shall also use and apple
or cause to be used`and applied the Fund for the following" .
purposes:
A. To pay or provide for the payment of all reasonable
and necessary espenses which maybe incurred in-connection`1w£th
the establishment and financing of the Program, the employmiint` oe
such administrative, legal -accounting and other expert and cleri-
cal assistance, the leasing of such premises and the purchase or
lease o of such samaterialss, supplies, ' and equipment as the Directors,
in their discretion, may does necessary or appropriate in the '
k
performance of their duties or the duties of the Truateep' the-'
Adminfitiator or any other agents or employees of the Program.
4W12-
f yc
FCB---ga M��11 12 - _- --$� 2� 3$�ie+ _ i,;.i�� -. ,«
i'�'A
tit
r'
Ag
ablish add ateumulate as art die "il�'lt�, :,
esto the 1'`u o
.o
e uale res6tVe to carry out the purposes
asp
C i T�pay any federal. state or loet�i tax Which
Fund.
rop*tly imposed or levied against the
Di To pay all reasonable expanses necessitated by the
to Article IV
issuance of Bonds or Additional Bonds pursuant
herleof •
all other reasonable fees and expenses of the
;
L. To p4jf
as provided in the program Documents.
program
ARTICLEyZ
MI SCZL,LANE0II3
Section 6.41. The Board of Directors shall meet at
byy (1) s ma c=itY``'ote
i
called either
the Chairman. or (iii) at the
least quarter y at a meeting
'-
ost of
shall be conducted at such
of I the leard � � i i) at the raga
-
zeque st of the Administrator..Meetiags
as may be'aceeptable to the majoretAdaiaistratocf the dshall
,
location
Di�reCtors. The Chairman of the Board or the
each meeting and
location and purPo the Admini-
_
set_the date. time.
notice thereof shall be furished to�sc�=io=et0 thepdata of such
strator not less than fifteent
specify the date, time• location a
shall sp Y be taken
`meeting. Such notice ro sed to
urpodes,o�E such meeting and oticection shall be directed eo tha iz
such no
thereat. rurthermore.
by mays as
il to the address of scChair:aan�Of the Board .M&Y
Di rectors any
the offices of the Administrator. Thererequisit0 noticf for
the p
direct the Administrator to send Pro-
the Board otherwise`ealled'in�accohdeapeeI th shall be
Members
`-
-`
tweeting of meetings of t
visions'hereoE. Notice for any
Notice to the Representatives shall
.
y
provided in the same manner..
their respeetiive Public Ageneiss•
constitute Aotice to
-herein shall bedeemed
Nothing contained
Section 6.02.t'
a scion of the eonstitutio�ctal or statutory
thereof
to author ze the: eg
of the State os'the Cities Or any -officers
-duties
Section 6.63. A Copy o `this Agreeuaent, including ally
aiiahetifhgrpbl'ichAgon
: n
—
Exhfbits ereto. shall 1 be filed is
wherein a`par_
court of each county —
4 —
1
= `
located. X
D
13
Y
- rw
FEV- 06 T9 15:41 FLA LE CIF" CITIES 904 E29 R. 19. c4
Section 6.04. All of the privileges and imiaunities from
liability e e ptI1 s from laws, ordinances and rulers and pen-
sions and reliefo disability, workers` compensation, and other
benefits which apply to the activity of officers, agents or employ-
ees of any public agents or employees of any of the Public Agencies
when performing their respective functions within the territorial
limits for their respective agencies shall apply to the same de-
gree and extent to the performance of such functions and duties
of such officers, agents, or employees extraterritorially under
the provisions of this Interlocal Agreement.
Section 6.05. This Agreement does not relieve a Public
Agency of a y ob gation or responsibility imposed upon it by law
except to the extent of actual and timely performance thereof by
one or more of the parties to this Agreement, the Administrator,
the Trustee or the Council, in which case the performance may be
offered in satisfaction of the obligation or responsibility but
only to the extent provided in the Program Documents.
Section 6.06. No Public Agency shall in any manner be
'obligated to pay any debts, obligations or -liabilities arising
as a result of any 3rtions of the Council, the Directors or any
other agents, employees or representatives of the Council, except
to the extent otherwise provided in their respective Participa-
tion Agreements and neither the Council, the Directors or any
other agents, employees or representatives of the Council have
any authority or power to otherwise obligate the Public Agencies
in any manner.
Section 6.07. This Agreement shall be effective from
the date that two Pu lic Agencies have become signatories hereto.
This Agreement shall be binding only on those Public Agencies
which execute and deliver signature pages and Resolutions as the
sane are attached hereto as composite Exhibit A, and recorded in
their respective county pursuant to Section 3 of this Article
VII.
Section 6.08. This Agreement may be amended in writing
at any timely the concurrence of a majority vote at a meeting
of the Board of Directors. However, this Agreement may not be _
amended so as to (i) permit any profits of the Council to
inure to the benefit of any private person or to permit the
assets of the Council to be distributed to other than the
members, (ii) change its purpose as set forth in Article
lit (iii) permit the diversion or application of any of the
money or other assets of the Fund for any purpose other than
those specified herein or to affect the tax-exempt status of
the Bonds or the Additional Bonds, or (iv) change or alter in
any way the qualifications or terms of the Board of Directors
9
L�
i
At o t tR ttUtS —04
• 4 "Y
1
.
as set forih in Atticln fff. Any Proposed ands*nt must be
subs tted to the *embers at least nLa*ty t 60 days prior to its
tffectIv* date in ardor to solicit their adv ca and comments
regatding the suers. The board of Directors shall tame said
advice and cosmrents into consideration in deterxining the merits
of any such amendment. The board of Directors upon adoption of
an amendment to this -Agreement shall Mend a copy
of any such
amendment to the nepresentatives.
}
Section 6.09.
_ whenever any girds are used in these by.�
laws its tFie arasc3liae gender, they shall be construed as though.
they word also used in the feminine or neuter gender in all situa—
tiona where they would so apply& and whenever any words are
used
in this Agreement in the sinqular form, they shall be construed
as though they
were also used in the plural forme in all situations
where they would so apply.
Section 6.10. This Agreement shall be construed and
governed Sy FlarIMTaw.
—
XN WITNESS SOP', this =nterlocal Agreement has been_,
executed by and on behalf of the authorized officers and repro+
'
sentatives of the Public Agencies listed on Exhibit A attached
hereto all as of the date thereon designated.
tz
r
i J ✓
. � 1 ) t1' 1�3'��X`��-�� �y v -t✓ 9t f ST/ �" E p
-�� s x r� k r• � i F r >A �i,t: Sy �R.,t
t f } e s it a k rE r 9 e�y, rr� zr)s .` }��"': •S
,,,'
g
_ �>< }. '7 t rt i>tt ,ern {•+r > f 'r r
P iYI'k Lmm Cr •6itnt _w Srµ�x 7" m'r�u j4�) tKY L d "�4� � _-_ µgW� 'f # Y% '
:j, mid 1
fi: 56 ti
eu
ideh �otho r parties as the diusail sad' roquit+s stating th8t
-
a�tteh sitatutOry purposs is a permitted use under the terms or, the
Beatu�rsr 'feet mny" .bonds issued pursuant to dectloa a. aleredfr
Amendment to Article vl A
r;
' Unde�t , Articla vi of the Original Interlocal re�►meht
06 follOving geetLan "Sec
i-
6.11 shall be added: ion
".publia
Agency +which shall have joined in this A regimen g y � +� y beco*iho'
s signatory hereto, may subsequently resign their s►ebbarship .lri
t�
the. Council by filing the form attached hereto as Exhibit B filth
the Board of Directors certifying that all of such Public Agency A.
debts and' obligations under its Participation Agreement and'the
documents collateral thereto have been full extinguished, such
resignation to be effective upon approval and the
filing by'the Public A eno ofoExhiitB withthe
Agency Clerk of the
Circuit Court in the County where such Public. Agency is located#
as of the date thereof. Upon such withdrawal such Public Agency
shalt no longer be considered to be a member of the Council."
IN WITNESS W'HEREOP, the First Amendment to Inter ocal' T
• ,
"Agreement has been executed by and on behalf of the Public ':Agencli-
feted
on the attached Exhibit A as of December 1, 1988. :4:.
*PA I 15!43 FLA LEAGUE OF
MMIOTT A a I
pursuant to Iftsolution 99- jeftIA
and Miof XL&UL
"Cins at the City hereto (the "Resolution"
dated #
andndersigned
the uivelyt Of the city of Mift
respectively,
the Mayor and
to tnjis signatu an %%&'half of the City Ot
emir do hereby execute illiji',_ ro P618
to that certain
Miami and authorise the attachment of the a&a*
interlocal Agreement and First Amendment to the rntorloc*1 AgrtaAaht,
among the city of Miami and certain other duly Cons tituted Florida
by c the "public Agencies$')
(collectively,
municipalities and counties
pursuant to which the Public Agencies have created the First XU-
Florida, mu-
7
nicipal Loan Council, an unLoorporated association Of
(the "Council"), for the purposes and with
nicipalities and counties
t an behalf of and as agent for the Public Agen-
such authority to &G to the
First Amendment
Ats
cios an in the Interlocal Agreement and
Tnterlocal Agreement provided.
The Board of Directors is hereby authorized in accordance with
Resolution and the Interlocal Agreement and
the provisions of the
First Amendment to the Interlocal, Agreementto attach this signature
Interlocal Agreement and
page as a part of Composite Exhibit A of the
First Amendment to the Interlocal Agreement by the City Of Miami and
the agreement of the City of Miami to be bound by all Of the terms
thereof.
FF
WITNESS
WHEREOF, the undersigned have set their hand an in -
IN
the official of the City of Miami this day of
pressed heron
1989.
CITY OF MIAMI
ATTEST:
BY:
Fit—, a F
Utie:
M.
�2
v% tiz
4, ot
904 221.
PI.-P.q M614
S 4 A,
.. �i. Yj�
.f• { lTi /y yam. J�. i} 1 } }. ��1y,�'
06 � I 44 fo Lr� C 4l Itt :1'1�
}s�tK rr.��s,�r�s•4rr s
l
i�ton .�fhtarlocalOIaeh
t......_.._.__
1 The _ tt
undersigned, on behalf of I name _ef yubli+�__Aagay]
r �r+�ifiby .eattifies that all outstanding debts sand Cbligt�ona rraAted
1
pursuant to the Participation Agreement dated „_ � 9
by and between the undersigned and the first Munpaw Loan Council
tthe "Council") and the documents collateral thereto, have been
..And are fully extinguished. Therefore the Council and the under-
signed hereby terminate that certain Interlocal Agreement creating
the Florida League of Cities First Municipal Loan Program filed
in the public records at , on
_,,, 1�96_, and any amendments t ereto a in he publR records
at on
[Public Agency]
First Municipal Loan Program,'
Mayor 7 Chailman
cn' r
N:r.t ¢a s t
ATTEST: r; ATTEST:
4Y �
Z k z4 Y
' '. i LyN4 {may i� t'� i'�' ,�w-•^f':
Des gnated Member
}
r�
ra e ANY^ �I R •.
y ,
tgMir, NUN"
Li7�
#, t 'r r - � t r '. , i � � r�j ��i � � t} �S.SS,Y1�.'r.�}it��?�.^e{'•" �
zt3 t
' - r c r : x a t � £ ri': v. .. , c tr ",7 `tJ. rt�G ,, ,, s. I.irKY�,'k tr"r' "`�ry.f 3•*... M:ti�y'�
eL'•�"'h¢�r'tt'�' "t�.��Y r�� i + i M }r � i 1t �r 4 �.: � dr'��,F''Ryt�C+' �• r a .�' ti
Y r ,. JVi
�' � ' y `-z , v t � r 2 � -�fi r r z 'r r-h ^t' �..�,,�• ,*Y�`t�f�� i.
S�is'E.-.€
xri1.7
tie ti fr,+s
t.
tlr
b
-
Pursuant to our conversation at the Florida League of Cities
meeting last week, I met with Ray Sittig to discuss the
procedures for establishing your eligibility for election to
fill a vacancy on the_ Bo rd_of Directors of the First Municipal -
Loan Council,. Based upon that` conversation, and follow-up
correspondence from the League, it is not necessary for the City
of Miami to enter your name for nomination, as you have already
been nominated by the FMLC Chairman and Board of Directors.
However, the City must have membership in the FMLC, which is
automatic with the execution and filing of the Interlooal
Agreement and authorizing resolution.
To meet that requirement, the League has forwarded to the City
authorizing resolutions and an Interlocal Agreement providing for
the City's membership in the FMLC. Those documents have been
placed with the Manager, who is at this time having them h
reviewed in preparation for their execution and filing.—
We will keep you apprised of the progress in the processing of
-
those documents.
4 4 bSf h r t �� Yh
�E 4a
KKR �
1
i r