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HomeMy WebLinkAboutExhibit 1Draft 12/06/05 JOINDER TO 1NTERLOCAL AGREEMENT Pursuant to the duly adopted Resolution No. , adopted , 2005 by the Miami City Commission and attached hereto as Exhibit "A", the City of Miami, a Florida municipal corporation (the "City"), hereby joins into the Interlocal Agreement establishing the Florida Intergovernmental Finance Commission ("FIFC"), which Agreement was recorded on February 2, 2001 in Official Record Book 31241, Page 1138 of the Public Records of Broward County, Florida. By entering in this Joinder, the City agrees to be bound by the terms, conditions and covenants of the Interlocal Agreement and additionally the City and FIFC agree as follows: Section 1. DEFINITIONS. Terms defined in the preambles hereof shall have the meanings set forth therein. All capitalized terms used herein which are defined in the Interlocal Agreement shall havethe meanings assigned thereto in the Interloca Agreement, unless the context hereof affirmatively requires otherwise. Section 2. FINDINGS. It is hereby found, determined and declared that: (A)The financing program which will be available through FIFC offers the City the economies of a large scale financing and a sophisticated structure which the City could not command in the market in solitary financings. 1 (B) It is in the best interest of the City to enter into the Interlocal Agreement and to become a Member of FIFC in order for the City to participate in the structuring of such financing program to meet its financing needs. Section 3. AUTHORIZATION OF PARTICIPATION AS A MEMBER OF FIFC; DESIGNATION OF DIRECTOR. The City hereby authorizes the participation of the City as a Member of FIFC and the City pursuant to Resolution No. has authorized the City Manager to designate the Director of Finance or his designee as its representative on the Board of Directors of FIFC to act as a Director within the meaning of the Interlocal Agreement. Accordingly, the City Manager hereby designates as the representative on the Board of Directors of FIFC. Section 4. AUTHORIZATION OF EXECUTION AND DELIVERY OF INTERLOCAL AGREEMENT. The execution and delivery of the Interlocal Agreement, attached hereto as Exhibit "A", with such changes, alterations, and corrections as may be in form and substance acceptable to the Risk Management Administrator and approved by the City Manager, or such other person as shall be designated by the City Commission (the "Authorized Officer"), such approval to be presumed by his execution thereof, is authorized by the City pursuant to Resolution No. The City Manager hereby designates the Director of Finance or his designee as the Authorized Officer within the meaning of Resolution No. and authorizes and directs said Authorized Officer to execute the Interlocal Agreement and to deliver it to Dunlap & Associates Group, Inc. as the Administrator of FIFC. The provisions of the Interlocal Agreement, when executed and delivered by the City as authorized herein, shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim herein. Section 5. NO PERSONAL LIABILITY. No covenant, stipulation, obligation or agreement herein contained or contained in the Interlocal Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any officer, member, agent or employee of the City or its City Commission in his or her individual capacity, and none of the members of the City Commission of the City, any official executing the Interloca! Agreement or the representative of the City acting as the Director in accordance with the Interlocal Agreement shall be liable personally thereon or be subject to any personal liability or accountability by reason of the execution of the Interlocal Agreement, the actions of a Member in accordance therewith, or the performance of duties of a Director pursuant thereto. Section 6. NO THIRD PARTY BENEFICIARIES. Except as herein or in the Interlocal Agreement otherwise expressly provided, nothing in this instrument or in the Interlocal Agreement, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation other than the City and the Cities of Palm Beach Gardens, Florida and Coral Springs, Florida any right, remedy or 2 Section 7. Section 8. claim, legal or equitable, under and by reason of this instrument or any provision thereof or of the Interlocal Agreement, this instrument and the Interlocal Agreement intended to be and being for the sole and exclusive benefit of the City, the other members of the FIFC from time to time, and the Cities of Palm Beach Gardens, Florida and Coral Springs, Florida. PREREQUISITES PERFORMED. All acts, conditions and things relating to the passage of Resolution No. and the execution of this Joinder, to the execution of the lnterlocal Agreement required by the Constitution or laws of the State of Florida to happen, exist and be performed precedent to and in the passage hereof and precedent to the execution and delivery of the Interlocal Agreement have been performed as so required. GENERAL AUTHORITY. The members of the City Commission of the City and the City's officers, attorneys, engineers or other agents or employees are hereby authorized to do all acts and things required of them by Resolution No. and by this instrument and the Interlocal Agreement or desirable or consistent with the requirements hereof or the Interlocal Agreement for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Interlocal Agreement, Resolution No. , and this instrument. Section 9. FILING OF INTERLOCAL AGREEMENT. The Interlocal Agreement shall be filed _of record in accordance with the provisions of the Florida Interlocal Cooperation Act, Chapter 163, Part I, Florida Statutes, upon acceptance of the Interlocal Agreement by the Administrator. Section 10. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of the other provisions hereof or of the Interlocal Agreement. Section 11. AUTHORIZATION OF ALL OTHER NECESSARY ACTION. Pursuant to Resolution No. and the Charter and the Code of the City of Miami, as amended, the members of the City Commission, (the City Manager, the Director of Finance) and his designees, the City Attorney, the Risk Management Administrator, the Clerk and Deputy Clerk to the City are authorized and empowered, collectively, or individually, to take all action and steps to execute and deliver any and all instruments, documents or contracts on behalf of the City which are necessary or desirable in connection with the execution and delivery of this Joinder and the Interlocal Agreement and which are not inconsistent with the terms and provisions of Resolution No. 3 Section 12. REPEALING CLAUSE. All resolutions or parts thereof of the City in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. Section 13. This Joinder shall take effect immediately upon its execution in accordance with Resolution Dated this day of , 2005. City of Miami, a Florida municipal corporation ATTEST: By: Joe Arriola, City Manager Priscilla A. Thompson, City Clerk STATE OF FLORIDA ) SS.: COUNTY OF The foregoing instrument was acknowledged before me this _ day of , 2004, by personally known to me or have produced as identification. NOTARY PUBLIC Print or Type Name My Commission Expires: Commission No. APPROVED AS TO FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Jorge L. Fernandez Dania A. Carrilllo City Attorney Risk Management Administrator 4