HomeMy WebLinkAboutR-25-13 FLCLASS Investment Pool1 ^A �m
�1��' 1 �1r Florida Cooperative Liquid Assets Securities System
Model Resolution to Participate
RESOLUTION NO. R-25-13
A RESOLUTION OF THE CITY COUNCIL [GOVERNING BODY] OF THE CITY OF SEBASTIAN
[UNIT OF LOCAL GOVERNMENT] APPROVING THE ENTRANCE INTO AN INTERLOCAL AGREEMENT WITH
OTHER GOVERNMENTAL PARTICIPANTS FOR THE PURPOSE OF EXERCISING INVESTMENT POWER
JOINTLY TO INVEST FUNDS IN CONCERT WITH OTHER PARTICIPANTS; PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the City of Sebastian [Unit of Local Government] is permitted and has the power
pursuant to the provisions of the Florida Statutes, including but not limited to Section 218.415 of the Florida Statutes,
and its own local laws to Invest certain of its funds in statutorily permitted investments including but not limited to any
Intergovernmental investment pool authorized pursuant to Section 163.01, Florida Statutes, as amended (the Florida
Interlocal Cooperation Act); and
WHEREAS, Sec. 163.01, Fla. Stat., authorizes a political subdivision, agency, or officer of the State of Florida
Including but not limited to state government, county, city, school district, single and multipurpose special district, single
and multi -purpose public authority, metropolitan or consolidated government, a separate legal entity or administrative
entity created under subsection (7) of Section 163,01, Fla. Stat., or an independently elected county officer (each of
the foregoing a Local Government Entity or Entity), to exercise jointly with any other Entity any power, privilege, or
authority which such Entitles share in common and which each might exercise separately; and
WHEREAS, the Florida Interlocal Cooperation Act authorizes the City of Sebastian [Unit of Local
Government], together with other local governmental entities, to exercise jointly any power, privilege or authority
which the local governmental entities share In common and which each might exercise separately pursuant to a written
interlocal agreement; and
WHEREAS, Palm Beach County Clerk and Comptroller, the Pinellas County Clerk of the Court and Comptroller,
and Orange County Tax Collector, as initial Participants (as such term is defined in the Interlocal Agreement described
below), entered Into that certain Interlocal Agreement a copy of which Is attached hereto as Exhibit A (the Interlocal
Agreement), the purpose of which is to provide the - J Ot Sebastian [Unit of Local Government] and each
Participant which has executed or otherwise joined the Interlocal Agreement, a substantial benefit by establishing the
Intergovernmental investment pool to be known as the Florida Cooperative Liquid Assets Securities System (FLCLASS),
which is an intergovernmental investment pool as described in Section 218.415, Florida Statutes, as amended, in order
to exercise such investment power jointly and invest such funds in concert with the other Participants pursuant to the
Interlocal Agreement as authorized by the Florida Interlocal Cooperation Act in order to take advantage of economies
of scale and perform governmental functions more efficiently; and
WHEREAS, the City of Sebastian [Unit of Local Government] desires to join the Interlocal
Agreement as a Participant, in order to exercise investment power jointly and invest funds in concert with the other
Participants pursuant to the Interlocal Agreement in order to take advantage of economies of scale and perform
governmental functions more efficiently; and
WHEREAS, the policy of the Interlocal Agreement shall be to place the highest priority on the safety of principal
and liquidity of funds, and the optimization of investment returns shall be secondary to the requirements for safety and
liquidity;
7380 Sand Lake Road clientservices@flclass.com
Suite 650 T (844) 220-7www.ficlass.com
Orlando, Florida 32819 F (844) 220-7900 00 Form Version 10/2024
Page 3
rLcLnss'`%
This AMENDED AND RESTATED INTERLOCAL AGREEMENT dated as of March 4, 2021 (this
Interlocal Agreement) amends and restates that certain Interlocal Agreement dated as of
April 1, 2015, as amended, and constitutes an interlocal cooperation agreement by and among
the Florida public agencies (as described in Section 163.01, Florida Statutes, as amended)
that have executed this Interlocal Agreement or that have or will execute counterparts of this
Interlocal Agreement or Participation Certificates pursuant to Section 2.4 hereof (the
Participants).
RECITALS:
WHEREAS, each Participant is permitted and has the power pursuant to the provisions
of the Florida Statutes, as amended including but not limited to Section 218.415 of the Florida
Statutes and its own local laws to invest certain of its funds in statutorily permitted
investments including but not limited to any intergovernmental investment pool authorized
pursuant to Section 163.01, Florida Statutes, as amended (the Florida Interlocal
Cooperation Act); and
WHEREAS, the Florida Interlocal Cooperation Act authorizes the Participants to
exercise jointly any power, privilege, or authority that the Participants share in common and
that each might exercise separately pursuant to a written interlocal agreement; and
WHEREAS, the purpose of this Interlocal Agreement is, and each Participant will
receive a substantial benefit by agreeing, to establish the intergovernmental investment pool
to be known as the Florida Cooperative Liquid Assets Securities System (FLCLASS) which
shall be an intergovernmental investment pool as described in Section 218.415, Florida
Statutes, as amended, and an instrumentality of the Participants, in order to exercise such
investment power jointly and invest such funds in concert with the other Participants pursuant
to an interlocal agreement as authorized by the Florida Interlocal Cooperation Act in order to
take advantage of economies of scale and perform governmental functions more efficiently;
and
WHEREAS, the Participants desire to enter into an interlocal agreement and this
Interlocal Agreement shall set forth the terms for such FLCLASS as set forth in the Florida
Interlocal Cooperation Act; and
WHEREAS, the joint exercise of such power to invest will be benefited and made more
efficient if all investments acquired pursuant to this Interlocal Agreement are held by one
entity, the Custodian (as defined below), that will hold such investments for the benefit of the
Participants; and
WHEREAS, the joint exercise of such power to invest will be benefited and made more
efficient if the advisory, record -keeping, and other administrative functions, including the
management and transmittal of investment instructions, are performed by one entity, the
Administrator (defined below); and
WHEREAS, the policy of this Interlocal Agreement shall be to place the highest priority
on the safety of principal and liquidity of funds, and the optimization of investment returns
shall be secondary to the requirements for safety and liquidity;
WHEREAS, it is in the best interests of the Participants for each Participant to appoint
an Authorized Representative to conduct certain transactions hereunder; and
FLCLASS Interlocal Agreement 1 6
rLcLnss'`%
WHEREAS, a Board shall be created by this Interlocal Agreement in accordance with
the laws of the state of Florida as a separate interlocal governmental entity and shall supervise the
administration of FLCLASS as set forth in this Interlocal Agreement; and
WHEREAS, the Board created hereunder shall be self-perpetuating;
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants, and agreements contained herein, each party hereto agrees as follows:
ARTICLE I
DEFINITIONS
In addition to the capitalized terms defined elsewhere in this Interlocal Agreement, the
following terms shall have the following meanings.
"Account" or "Accounts" shall have the meaning set forth in Section 6.5(a) hereof.
"Administrator" means Public Trust Advisors, LLC, or any Person or Persons
appointed, employed, or contracted with by the Board pursuant to Article V hereof.
"Administrator Agreement" means the agreement by and between the
Administrator and the Board, acting on behalf of the Participants described in Section 5.1(b)
hereof.
"Affiliate" means, with respect to any Person, another Person directly or indirectly in
control of, controlled by, or under common control with such Person or any officer, director,
partner, or employee of such Person.
"Applicable Law" means Chapter 163, Chapter 125, Chapter 166, Chapter 218,
Chapter 627, and Chapter 1001 of the Florida Statutes, as amended; Section 4, Article IX of
the Constitution of Florida; and other applicable provisions of Florida law.
"Authorized Representative" means the person authorized to invest the funds of a
Participant pursuant to Florida law who has been appointed in accordance with Section 2.1
hereof.
"Balance" for each Participant means an amount initially equal to zero that is adjusted
pursuant to Article II hereof to reflect, among other things, cash investments by such
Participant, cash payments to such Participant, investment results, and expenses and fees
incurred pursuant to this Interlocal Agreement.
FLCLASS Interlocal Agreement 1 7
rLcLnss'`%
"Board" means the board of the Trustees, created by this Interlocal Agreement as a
separate interlocal governmental entity, and established pursuant to Article III hereof.
"Business Day" means any day of the year other than (a) a Saturday or Sunday, (b)
any day on which banks located in the state of Florida are required or authorized by law to
remain closed, or (c) any day on which the New York Stock Exchange is closed.
"Bylaws" means those bylaws as described in Section 4.7 hereof.
"Conflicting Provisions" shall have the meaning set forth in Section 11.2 hereof.
"Custodian" means any Person or Persons appointed and employed by the Board
pursuant to Section 6.1 hereof.
"Custodian Subaccount" shall mean a subaccount created by a Participant pursuant
to Section 5.9 hereof.
"Custody Agreement" means the agreement by and between the Board and a
custodial bank or Trust Company as described in Article VI hereof.
"Effective Date" means the first date that execution copies of this Interlocal
Agreement have been executed by the initial two Participants, and this Interlocal Agreement
has been filed with the clerk of the circuit court of each county where each initial Participant
is located as provided in the Florida Interlocal Cooperation Act.
"FLCLASS" or the "Trust" means the Florida Cooperative Liquid Assets Securities
System, an intergovernmental investment pool as described in Section 218.415, Florida
Statutes, as amended, and an instrumentality of the Participants, managed by the Board,
which consists of all Investment Property held by the Custodian in trust for the benefit of the
Participants.
"Fund" means any of the funds established by the Investment Advisor pursuant to
Section 5.9 hereof.
"Initial Trustees" shall have the meaning set forth in Section 3.1(a) hereof.
"Interlocal Agreement" means this Interlocal Agreement dated as of March 4, 2021
constituting an interlocal agreement by and among the initial Participants.
"Investment Advisor" means the entity serving as investment advisor to FLCLASS
which may be the Administrator or an affiliate thereof.
"Investment Funds" means immediately available funds delivered by each
Participant to the Custodian for investment pursuant to this Interlocal Agreement but only if:
(i) the Authorized Representative appointed by such Participant is authorized pursuant to the
FLCLASS Interlocal Agreement 1 8
rLcLnss'`%
laws of the state of Florida to invest such funds and (ii) the Participant has taken all actions
necessary pursuant to the laws of the state of Florida or other applicable local law to authorize
the delivery and investment of such funds.
"Investment Policy" means the investment policy established by the Board with
respect to the Investment Property in accordance with this Interlocal Agreement.
"Investment Procedures" means the procedures for participants to make
investments set forth in Exhibit A attached hereto, as the same may be amended from time -
to -time (notwithstanding Section 10.1(a) hereof) by the Administrator, with the consent of
the Board or its Designee.
"Investment Property" means any and all securities and cash that are held in one
of the Accounts and all proceeds, income, profits, and gains therefrom that have not been
paid to a Participant pursuant to Section 2.2 hereof, used to discharge an Investment Property
Liability or offset by losses, if any, and expenses. Investment Property shall not include
securities purchased in anticipation of the delivery of funds by a Participant when such funds
are not actually received by the Custodian by the anticipated delivery date and any such
securities so purchased may be immediately sold and the proceeds used to pay any Person
that did in fact provide monies to purchase such securities.
"Investment Property Liability" means any liability (whether known, unknown,
actual, contingent, or otherwise) incurred in connection with the Investment Property
pursuant to this Interlocal Agreement that is not specified in Section 7.1 hereof as being paid
by the Administrator or specified in this Interlocal Agreement as being paid directly by a
Participant.
"Investment Property Value" means the value of the Investment Property as
determined pursuant to the valuation procedures net of the amount of the Investment
Property Liabilities.
"Meeting of the Board" means a duly called meeting of the Board.
"Participants" means a unit of local government that has or will execute counterparts
of this Interlocal Agreement or Participation Certificates pursuant to Section 2.4 hereof.
"Participation Certificate" means a resolution of the governing body of a Participant
or an instrument of adoption for individual Participants authorizing the entry into this
Interlocal Agreement pursuant to Section 2.4 hereof substantially in the form of the
documents attached hereto as Exhibit D or any similar certification regarding authorization to
join this Interlocal Agreement with such modifications as may be applicable to the particular
unit of local government.
FLCLASS Interlocal Agreement 1 9
rLcLnss'`%
"Payment Procedures" means the procedures for Participants to request payments
out of the Investment Property set forth in Exhibit B attached hereto, as the same may be
amended from time -to -time (notwithstanding Section 10.1(a) hereof) by the Administrator
with the consent of the Board or its Designee.
"Permitted Investments" means those investments defined as such in the
Investment Policy established by the Board.
"Person" means any county, municipal corporation, national association, district,
corporation, limited liability company, limited liability partnership, natural person, firm, joint
venture, partnership, trust, unincorporated organization, group, government, or any political
subdivision, department, board, commission, instrumentality, or agency of any governmental
entity.
"PRIME Fund" means the designation given by Participants delivering Investment
Funds for investment to indicate that such Investment Funds are to be invested in accordance
with the Investment Policy.
"Trust Counsel" shall mean the attorney or firm of attorneys experienced in matter
of local government law and duly admitted to practice law in the state of Florida as may be
engaged or employed by the Board.
"Trustee" means each of the persons selected pursuant to Article III and Article IV
hereof to serve on the Board.
"Unit of Local Government" means any governmental entity within the state of
Florida and shall include but not be limited to the following and the officers thereof: any state
agency, county, municipality, school district, special district, clerk of the circuit court, sheriff,
property appraiser, tax collector, supervisor of elections, authority, board, public
corporations, quasi -public authorities, or any other political subdivision of the state.
"Valuation Procedures" means the procedures for determining the value of the
Investment Property set forth in Exhibit C attached hereto, as the same may be amended
from time -to -time (notwithstanding Section 10.1(a) hereof) by the Administrator with the
consent of the Board or its Designee.
FLCLASS Interlocal Agreement 1 10
rLcLnss'`%
ARTICLE II
PARTICIPANTS
2.1 Authorized Representatives
Each Participant shall select an Authorized Representative to represent its interests
and act on its behalf under this Interlocal Agreement.
2.2 Investments
(a) Each Participant shall have the right from time -to -time to invest Investment Funds
for credit to such Participant's balance in FLCLASS. A Participant that wishes to make such an
investment shall notify the Administrator and follow the Investment Procedures. All
Investment Funds will be invested in an applicable fund as designated by the Participant.
Investment Funds so designated shall by invested pursuant to the Investment Policy
established by the Board. Upon such investment in accordance with the Investment
Procedures, the Participant shall have an undivided interest in the Investment Property.
(b) The balance of a Participant shall be increased upon the investment of Investment
Funds by such Participant by an amount equal to the amount of such Investment Funds.
(c) No later than the end of each business day, the Custodian shall deliver a
confirmation with respect to the transaction activity for the Accounts for the prior Business
Day to the Administrator. The Administrator shall retain the confirmation in its records.
(d) Any funds that the Administrator is informed do not meet the conditions set forth
in clauses (i) or (ii) of the definition of Investment Funds shall be returned to the Participant
investing such funds by the Custodian at the request of the Administrator and such
Participant shall bear all of the costs and liabilities associated with the return of such funds.
(e) There is no maximum or minimum amount that must be invested in FLCLASS
pursuant to this Interlocal Agreement nor is there any maximum or minimum limitations on
the aggregate amount of Investment Funds that any Participant may have invested at any
one time with FLCLASS.
2.3 Pavments
(a) Each Participant shall have the right from time -to -time to request, in accordance
with the Payment Procedures, that the Administrator notify the Custodian to pay to the
Participant, or on its behalf, any amount (rounded to the nearest whole cent) that is less than
or equal to the Participant's balance at the time that payment is made pursuant to such
request. Except as provided in the Payment Procedures, there shall be no limitation on the
FLCLASS Interlocal Agreement 1 11
rLcLnss'`�
period of time that Investment Funds must be invested pursuant to this Interlocal Agreement
prior to such payment.
(b) Upon the receipt of any payment request, the Administrator shall notify the
Custodian in writing, or orally to be followed by written confirmation, of the payment request
from the Participant, and the requested amount (rounded to the nearest whole cent) shall be
paid by the Custodian to, or on behalf of, such Participant as provided in Exhibit B.
(c) Whenever any payment is made to, or on behalf of, any Participant pursuant to
Section 2.3(b) hereof, such Participant's balance shall be reduced by the Administrator by the
amount of such payment.
(d) Each Participant agrees that, without prior notice, the right to withdrawals may be
temporarily suspended or postponed for the whole or any part of any period (i) during which
trading in securities generally on the New York Stock Exchange or the American Stock
Exchange or over-the-counter market shall have been suspended or minimum prices or
maximum daily charges shall have been established on such exchange or market, (ii) a
general banking moratorium shall have been declared by Federal, state, or the state of New
York authorities, or (iii) there shall have occurred any outbreak or material escalation of
hostilities or other calamity or crisis, the effect of which on the financial markets of the United
States is such as to make it impracticable (a) to dispose of the Investment Property because
of the substantial losses that might be incurred or (b) to determine the Investment Property
Value in accordance with the Valuation Procedures set forth in Exhibit C. The Administrator
shall determine, on behalf of the Board, when an event occurs that, under this Section entitles
the Custodian to temporarily suspend or postpone a Participant's right to withdrawals, and
shall immediately notify the Custodian and each Participant by facsimile, email, mail, or
telephone of such determination. Such a suspension or postponement shall not itself directly
alter or affect a Participant's Balance. Such a suspension or postponement shall take effect at
such time as is determined by the Administrator, and thereafter there shall be no right to
request or receive payment until the first to occur of: (a) in the case of (i) or (ii) above, the
time at which the Administrator declares the suspension or postponement at an end, such
declaration shall occur on the first day on which the period specified in the clause (i) or (ii)
above shall have expired; and (b) in the case of (iii) above, the first day on which the period
specified in clause (iii) above is no longer continuing. Any Participant that requested a
payment prior to any suspension or postponement of payment may withdraw its request at
any time prior to the termination of the suspension or postponement.
2.4 Additional Participants After Initial Execution
Any Person who meets the definition of a Participant that wishes to become a
Participant after the Effective Date may do so by executing a counterpart to this Interlocal
Agreement or a Participation Certificate substantially in the form attached hereto as Exhibit
FLCLASS Interlocal Agreement 1 12
rLcLnss'`%
D (with such modifications as may be applicable to the particular governmental entity) or
other writing deemed acceptable by the Administrator and delivering the counterpart or the
original executed Participation Certificate to the Administrator. Any entity that becomes a
Participant pursuant to this Section 2.4 shall have the same rights and obligations hereunder
as the other Participants.
2.5 Participant Riaht to Initiate a Vote to Reauire Board Action
The Participants shall, by an instrument or concurrent instruments in writing delivered
to the Board signed by the lesser of 25 or ten percent (10%) of the Participants, have the
right to require a vote by the Board related to questions or consideration of such other matters
as determined by such Participants. Within 90 days of receipt of such instrument or
instruments or the following Board meeting, whichever occurs sooner, the Board shall be
required to address the matters identified within the instrument or instruments and be
required to take action on the matter.
2.6 Termination of Participation
(a) Any Participant may withdraw from this Interlocal Agreement at any time upon
written notice to the Administrator and the withdrawal shall be noted to the Board in the
Administrator's next report. Upon its withdrawal from this Interlocal Agreement, a Participant
shall cease to have any rights or obligations under this Interlocal Agreement except for any
obligations arising on or before the date of withdrawal and the rights to withdraw the
Participant's Balance. A notice of withdrawal shall be deemed to constitute a request under
the Payment Procedures that an amount equal to the requesting Participant's entire balance
as of the date of such notice be paid to such Participant. No withdrawal from this Interlocal
Agreement shall become effective until such Participant's balance is equal to zero, and until
such time, such Participant shall continue to possess all of the rights and be subject to all of
the obligations arising from this Interlocal Agreement.
(b) Any Participant that no longer qualifies as a unit of local government, that
breaches any material covenant contained in Article VIII hereof, or for which any of the
representations contained in Article VIII hereof ceases to be true shall be deemed to have
given a notice of withdrawal pursuant to Section 2.6(a) hereof immediately upon such
disqualification, breach, or cessation but shall not be deemed to have requested the payment
of its balance unless and until it either makes an actual payment request or the Administrator
determines that such a disqualification, breach, or cessation has occurred.
2.7 Receipt of Statements and Reports; Reauests
(a) The Administrator shall provide to each Participant a copy of the statements
prepared pursuant to Section 5.5 hereof and of the reports prepared pursuant to Section 5.6
hereof applicable to such Participant.
FLCLASS Interlocal Agreement 1 13
rLcLnss'`%
(b) In addition, each Participant, through its Authorized Representative, may direct
the Administrator to provide a statement of the value of the Participant's balance as of the
date of the request. The Administrator shall provide such statement, subject only to account
activity as of such date.
(c) On behalf of each Participant, the Administrator shall maintain or cause to be
maintained the records relating to such Participant in a manner that records (i) the portion of
the Participant's balance designated in the applicable Fund and (ii) the Participant's
balance as one or more subaccounts or other special accounts to accommodate the desire of
such Participant to segregate a portion of its Investment Funds. The Administrator shall
maintain a separate record for each Participant and shall record the individual transactions
involving each such Participant and the total value by subaccount of all investments belonging
to each such Participant.
2.8 Responsibility for Authorized Representatives
Each Participant shall be responsible for the actions or inaction of its Authorized
Representative under this Interlocal Agreement, and the Administrator and Custodian are
authorized to rely on the directions of the Authorized Representative without further
investigation or diligence.
ARTICLE III
BOARD
3.1 Establishment of Board; Initial Board
(a) The management of FLCLASS shall be under the direction of the Board that is
hereby created by this Interlocal Agreement as a separate interlocal governmental entity. The
initial Participants have by this Interlocal Agreement appointed the following persons as the
initial trustees (the Initial Trustees) having terms ending the following date:
Cindy Valentine December 31, 2015
Sharon R. Bock December 31, 2016
Ken Burke December 31, 2017
(b) The Initial Trustees shall constitute the initial Board. The Board may expand the
membership of the Board and set initial terms for each additional Trustee provided, however,
the number of Trustees shall not be less than three (3) nor more than thirteen (13). New and
successor Trustees shall be appointed as provided for in Article IV.
FLCLASS Interlocal Agreement 1 14
rLcLnss'`%
3.2 General Powers
(a) FLCLASS is hereby established as a common law trust pursuant to this Interlocal
Agreement. The purpose of FLCLASS is to provide an intergovernmental investment pool in
accordance with Section 218.415, Florida Statutes through which Participants may invest
surplus funds in accordance with Florida law governing the investment of surplus monies of a
Participant. No Participant shall be required to appropriate any funds or levy any taxes to
establish FLCLASS. FLCLASS shall maintain an office of record in the state of Florida and may
maintain such other offices or places of business as the Board may from time -to -time
determine. The initial office of record of FLCLASS shall be 4767 New Broad Street Orlando,
Florida 32814.
(b) The Board shall serve as the fiduciary for the Participants and shall have exclusive
and absolute control over the Investment Property to the same extent as if the Board were
the sole owner of the Investment Property in its own right. All powers of the Administrator or
Custodian that are described in this Interlocal Agreement shall also be powers of the Board.
The Board may perform such acts as it determines in its sole discretion as proper for
conducting the business of the Board. The enumeration of any specific powers shall not be
construed as limiting the powers of the Board. Such powers may be exercised with or without
the posting of a bond, an order, or other action by any court. In construing the provisions of
this Interlocal Agreement, the presumption shall be in favor of a grant of power to the Board.
(c) The Board may authorize the creation of one or more different Funds provided,
however, that each such Fund shall conform in all respects to the requirements of this
Interlocal Agreement.
(d) The Board may authorize the use of the names Florida Cooperative Liquid Assets
Securities Systems, FLCLASS and Florida CLASS in conjunction with other products, portfolios,
pools, and services that provide investment, financial, or other cash management services to
Participants and for purposes of this Interlocal Agreement, such name shall include any Funds
established pursuant to this Interlocal Agreement. The Administrator may identify a name for
any additional Funds established pursuant to this Interlocal Agreement, subject to Board
approval.
3.3 Investment and Management; The Investment Proaram
The Board shall have the power to subscribe for, invest in, reinvest in, purchase or
otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise deal
in or dispose of Permitted Investments pursuant to the Investment Policy established by the
Board.
The general investment policy and objective of the Board shall be to provide to the
Participants the preservation of capital and liquidity while providing a competitive investment
FLCLASS Interlocal Agreement 1 15
rLcLnss'`%
yield by investing in Permitted Investments. The Board shall appoint an Administrator, and
the Board is directed to enter into the Administrator Agreement with the Administrator
consistent with the terms of this Interlocal Agreement. The Administrator shall have the power
to manage the Investment Property as specifically set forth in the Administrator Agreement.
All modifications to the Investment Policy require Board approval by simple majority.
3.4 Title to Investments; Riahts as Holders of Investment Property
Legal title to all Investment Property shall be vested in the Board on behalf of the
Participants and shall be held by and transferred to the Board, except that the Board shall
have full and complete power to cause legal title to any Investment Property to be held, if
permitted by law, in the name of any other Person as nominee, on such term, in such manner
and with such powers as the Board may determine, so long as in the judgment of the Board
the interests of the Board and the Participants are adequately protected.
The Board shall have full and complete power to exercise all of the rights, powers, and
privileges appertaining to the ownership of the Investment Property to the same extent that
any individual might and, without limiting the generality of the foregoing, to vote or give any
consent, request, or notice, or waive any notice either in person or by proxy or power of
attorney, with or without the power of substitution, to one or more persons, which proxies
and powers of attorney may be for meeting or actions generally, or for any particular meeting
or action, and may include the exercise of discretionary powers.
3.5 Pavment of Expenses
The Board shall have full and complete power:
(a) to incur and pay any charges or expenses that, in the opinion of the Board, are
necessary or incidental to or proper for carrying out any of the purposes of this Interlocal
Agreement;
(b) to pay any taxes or assessments validly and lawfully imposed upon or against the
Investment Property or the Board in connection with the Investment Property or upon or
against the Investment Property or income or any part thereof;
(c) to reimburse others for payment of such expenses and taxes; and
(d) to pay appropriate compensation or fees from the Investment Property to a person
with whom the Board has contracted or transacted business.
All payments or expenses incurred pursuant to this Section will be a liability payable
solely from the Investment Property. The Trustees shall not be paid compensation for their
services as Trustees hereunder.
3.6 Power to Contract, Appoint, Retain, and Emglov
The Board is responsible for the investments of FLCLASS consistent with the
Investment Policy established in this Interlocal Agreement and for the general administration
of the business and affairs of FLCLASS. Subject to the limitations expressed in Section 3.11
of this Interlocal Agreement, the Board shall have full and complete power to, and shall at all
times, appoint, employ, retain, or contract with any person of suitable qualifications (including
FLCLASS Interlocal Agreement 1 16
rLcLnss'`%
any corporation, partnership, trust, or other entity of which one or more of them may be an
Affiliate) for the transaction of the affairs of the Board.
3.7 Insurance
The Board shall have full and complete power to purchase or to cause to be purchased
and pay for, entirely out of Investment Property, insurance policies insuring FLCLASS, officers,
employees, and agents of FLCLASS individually against all claims and liabilities of every nature
arising by reason of holding or having held any such office or position or by reason of any
action alleged to have been taken or omitted by FLCLASS or any such person, officer,
employee, and agent including any action taken or omitted that may be determined to
constitute negligence, whether or not FLCLASS would have the power to indemnify such
person against such liability.
3.8 Borrowina and Indebtedness
The Board shall not borrow money or incur indebtedness, whether or not the proceeds
thereof are intended to be used to purchase Permitted Investments or Investment Property,
except as a temporary measure to facilitate the transfer of funds to the Participant that might
otherwise require unscheduled dispositions of portfolio investments, but only to the extent
permitted by law. No such indebtedness shall have a maturity later than that necessary to
avoid the unscheduled disposition of portfolio investments.
3.9 Remedies
Notwithstanding any provision in this Interlocal Agreement, when the Board deems
that there is a significant risk that an obligor to FLCLASS may default or is in default under
the terms of any obligation of FLCLASS, the Board shall have full and complete power to
pursue any remedies permitted by law that, in its sole judgment, are in the interests of
FLCLASS, and the Board shall have full and complete power to enter into any investment,
commitment, or obligation of FLCLASS resulting from the pursuit of such remedies as are
necessary or desirable to dispose of property acquired in the pursuit of such remedies.
3.10 Information Statement
The Board shall have full and complete power to prepare, publish, and distribute an
Information Statement regarding FLCLASS and to amend or supplement the same from time
to time.
3.11 Contractina with Affiliates
To the extent permitted by law, the Board may enter into transactions with any Affiliate
of the Administrator or the Custodian if:
(a) each such transaction (or type of transaction) has, after disclosure of such
affiliation, been approved or ratified by the affirmative vote of a majority of the Board, and
(b) such transaction (or type of transactions) is, in the opinion of the Board, on terms
fair and reasonable to the Board and the Participants and at least as favorable to them as
FLCLASS Interlocal Agreement 1 17
rLcLnss'`%
similar arrangements for comparable transactions with organizations unaffiliated with the
person who is a party to the transaction.
3.12 Further Powers
The Board shall have full and complete power to take all such actions, do all such
matters and things, and execute all such instruments as it deems necessary, proper, or
desirable in order to carry out, promote, or advance the interests and purposes of FLCLASS
although such actions, matters, or things are not herein specifically mentioned. Any
determination as to what is in the best interest of FLCLASS made by the Board in good faith
shall be conclusive. In construing the provisions of this Interlocal Agreement, the presumption
shall be in favor of a grant of power to the Board.
3.13 Intellectual Property
The parties acknowledge that pursuant to this Interlocal Agreement and/or the
business activities of the Board, various types of intellectual property (the Intellectual
Property) may be created including but not limited to trademarks such as "FLCLASS" and
"Florida Cooperative Liquid Assets Securities Systems" among others. With regard to any and
all intellectual property created by or for the Board or by or for FLCLASS with regard to this
Interlocal Agreement, the Board shall have all right, title, and interest to such intellectual
property. No other party to this Interlocal Agreement shall make any claim of ownership to
any such intellectual property and shall have no rights to the intellectual property other than
as expressly set forth in a written agreement between the Board and that other party. Except
as expressly set forth in this Interlocal Agreement, the Board shall have no obligation to
account to the other parties to this Interlocal Agreement for any revenues arising from the
use, license, or assignment of any item of intellectual property.
3.14 No Liabilitv
No Trustee or officer of the Board shall be subject to any personal liability whatsoever
to any person, in connection with the Investment Property or affairs of the Board, other than
liability arising from the bad faith, willful misfeasance, gross negligence, or reckless disregard
of duty by such Trustee or officer; and all persons shall look solely to the Investment Property
for satisfaction of claims of any nature arising in connection with the affairs of the Board. No
member or officer of the Board who is made a party to any suit or proceeding to enforce any
such liability shall on account thereof be held to any personal liability.
ARTICLE IV
TRUSTEES
4.1 Number and Oualification
(a) Upon expansion of the Board after the Initial Trustees, the Board shall have at
least three (3) but no more than thirteen (13) members.
FLCLASS Interlocal Agreement 1 18
rLcLnss'`�
(b) The Board shall strive to appoint qualified Trustees representative of the local
government entity types that participate in FLCLASS. To that end, the Board shall strive to
appoint at least one Trustee (but no more than four per category) from the following
categories of local governments:
(i) counties;
(ii) cities and towns;
(iii) school districts;
(iv) special districts;
(v) other public entities.
(c) The Board shall be the sole judge of the appointment and qualification of its
members.
4.2 Term of Office
The term of office for a Trustee shall be three years (or less for certain Initial Trustees)
or until a successor has been appointed and qualified, and such term shall begin at the
meeting of the Board following the appointment. Trustees may serve any number of
successive terms. The term of Trustees shall be staggered such that the term of at least one-
third of all Trustees shall expire in any year.
4.3 Appointment of Trustees
(a) The Board shall appoint Trustees at any regularly scheduled or special meeting by
a majority vote of the Trustees present at such meeting, provided a quorum is present. The
Board shall provide for the nomination of candidates by the Participants and shall appoint
Trustees from among the nominees submitted.
(b) After each appointment, each Participant shall by this Interlocal Agreement be
considered to have appointed each person appointed by such vote as their Trustee unless and
until removed pursuant to resignation according to Section 4.4 or removal according to
Section 4.5.
4.4 Resignation of Trustees
Any Trustee may resign without need for prior or subsequent accounting by notice in
writing signed by the Trustee and delivered to the Board, and such resignation shall be
effective upon such delivery or at a later date specified in the written notice Any vacancy
created by such removal shall be filled in accordance with subsection 4.3(a). All Trust Assets
held by the Trustee in his/her capacity as Trustee shall be immediately returned to the Trust.
FLCLASS Interlocal Agreement 1 19
rLcLnss'`%
4.5 Removal and Vacancies
(a) The term of office of a Trustee shall terminate and a vacancy shall occur in the
event of the death, resignation, adjudicated incompetence, or other incapacity to perform
the duties of the office. In the case of a vacancy, the Trustees remaining in office shall appoint
another person as a replacement Trustee, in accordance with Section 4.3, who shall serve
until the expiration of the term for the office to which the replacement Trustee is appointed.
The replacement Trustee shall be considered, unless removed pursuant to this Section 4.5,
the appointee of each Participant.
(b) The Board may remove a Trustee in the event of the conviction of a felony or any
other crime involving dishonesty. Such removal may occur upon the majority vote of the
membership of the remaining Trustees. Any vacancy created by such removal shall be filled
pursuant to this Section.
(c) Notwithstanding the forgoing, in lieu of selecting new Trustees to fill vacancies on
the Board, the Board may decrease the membership of the Board by the number of such
vacancies provided, however, the number of memberships shall not be less than three (3)
nor more than thirteen (13).
4.6 Meetings
(a) The Annual Meeting of the Board shall be the last meeting of the calendar year and
shall be for the purpose of the appointment of Trustees, election of officers, setting the
calendar for regular meetings, and other organizational matters as provided in the Bylaws.
The Board shall meet not less than semiannually.
(b) Regular meetings of the Board shall be established annually in the method
described in the Bylaws of the Board and may be held at the time and place so established.
(c) Special meetings of the Board may be held from time -to -time upon the call of the
Chairperson or any two Trustees in the manner described in the Bylaws of the Board.
(d) All meetings of the Board are subject to and must comply with Section 286.011,
Florida Statutes, as amended.
(e) To the extent permitted by Section 286.011, Florida Statutes, telephonic regular
or special meetings by conference call or other method of electronic voice transmission that
permits each participant to hear every other participant and join in the discussion are
specifically authorized.
(f) To the extent permitted by Section 286.011, Florida Statutes, in the event all of
the Trustees shall severally or collectively consent in writing to any action taken or to be taken
FLCLASS Interlocal Agreement 1 20
rLcLnss'`%
by the Trust, such action is a valid action as though it had been authorized at a formal
meeting.
(g) A quorum of the Board shall be a majority of all Trustees appointed and serving.
Any action of the Board may be taken at a meeting by a simple majority vote of those Trustees
present and voting, provided a quorum is present, unless a supermajority is required by
another section of this Interlocal Agreement or by law of the state.
4.7 Bvlaws
The Board shall adopt and may, from time -to -time, amend or repeal Bylaws for the
conduct of the business of the Board consistent with this Interlocal Agreement. The Bylaws
may define the duties of the respective officers, agents, employees, and representatives of
the Board and shall establish the rules of calling of meetings and determination of regular and
special meetings.
4.8 Officers
The Board shall annually elect a Chairperson and other officers having the
responsibilities and powers described in the Bylaws.
4.9 Conflicts of Interest
No Trustee shall vote on any matter that inures to his or her special private gain or
loss, as that phrase is defined in Section 112.3143(1)(d), Florida Statutes. Such Trustee shall,
prior to a vote being taken, disclose the nature of his or her interest in the matter from which
he or she is abstaining from voting.
4.10 Standard of Care
The Trustees shall use ordinary care and reasonable diligence in the administration of
the Trust. Nothing contained in this Interlocal Agreement, either expressly or by implication,
shall be deemed to impose any duties or responsibilities on the Trustees other than those
expressly set forth in this Interlocal Agreement.
4.11 Liabilitv
A Trustee shall not be personally liable for monetary damages to any person for any
statement, vote decision, or failure to act regarding the management or policy of the Trust
unless:
(a) The Trustee breached or failed to perform his or her duties as a Trustee; and
FLCLASS Interlocal Agreement 1 21
rLcLnss'`%
(b) The Trustee's breach of, or failure to perform, his or her duties constitutes:
(i) a violation of the criminal law unless the Trustee had reasonable cause to
believe such conduct was lawful or had no reasonable cause to believe such conduct
was unlawful. A judgment or other final adjudication against a Trustee in any criminal
proceeding for violation of the criminal law shall estop that Trustee from contesting
the fact that such breach, or failure to perform, constitutes a violation of the criminal
law but does not stop the Trustee from establishing that such Trustee had reasonable
cause to believe that such conduct was lawful or had no reasonable cause to believe
that such conduct was unlawful;
(ii) a transaction from which the Trustee derived an improper personal benefit,
either directly or indirectly; or
(iii) recklessness or an act or omission that was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton and willful disregard of human
rights, safety, or property.
For the purposes of this Section 4.11, the term "recklessness" means the acting or omission
to act in conscious disregard of a risk: (a) known, or so obvious that it should have been
known to the Trustee; and (b) known to the Trustee, or so obvious that it should have been
known, to be so great as to make it highly probable that harm would follow from such action
or omission.
4.12 Indemnification
(a) The Trust shall, to the extent permitted by law, indemnify any person who was or
is a party (other than an action by, or in the right of, the Trust) by reason of the fact that
such person is or was a Trustee, officer, or direct employee of the Trust against liability
incurred in connection with such proceedings on behalf of the Trust, including any approval
of such proceedings, if such person acted in good faith and in a manner reasonably believed
to be in, or not opposed to, the best interest of the Trust and, with respect to any criminal
action or proceedings, had no reasonable cause to believe such conduct was unlawful. The
termination of any proceedings by judgment, order, settlement, or conviction or upon a plea
of nolo contendere or its equivalent shall not, of itself, create a presumption that the person
did not act in good faith and in a manner that he or she reasonably believed to be in, or not
opposed to, the best interest of the Trust, or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was unlawful.
(b) In case any claim shall be made or action brought against any person in respect of
which indemnity may be sought against the Trust, such indemnified person shall promptly
notify the Trust in writing setting forth the particulars of such claim or action. The indemnified
person shall be entitled to select and retain counsel of his or her choice. The Trust shall be
FLCLASS Interlocal Agreement 1 22
rLcLnss'`%
responsible for the payment or immediate reimbursement for all reasonable fees and
expenses incurred in the defense of such claim or action.
4.13 Leaal Title to Investment Property
Title to all Investment Property shall be vested in the Trust on behalf of the Participants
who shall be the beneficial owners. The Board shall have full and complete power to cause
legal title to any Investment Property to be held, on behalf of the Participants, by or in the
name of any other entity or person as nominee, on such terms, in such manner, and with
such powers as the Board may determine provided that the interests of the Trust are
adequately protected as a consequence thereof.
4.14 Reliance on Experts
Each Trustee and officer of the Trust shall, in the performance of his or her duties, be
fully and completely justified and protected with regard to any act or any failure to act
resulting from reliance in good faith upon the books of account or other official records of the
Trust, upon an opinion of Trust Counsel, or upon official reports made to the Trust by any of
its officers or employees or by the Investment Advisor, Administrator, Custodian,
accountants, appraisers, or other experts or consultants selected with reasonable care by the
Board or officers of the Trust.
ARTICLE V
ADMINISTRATOR AND TRUST COUNSEL
5.1 Appointment; General Provisions
(a) The Board is responsible for the general investment policy and program of the
Trust and for the general supervision and administration of the business and affairs of the
Trust conducted by the officers, agents, employees, investment advisors, administrators,
distributors, or independent contractors of the Trust consistent with the investment policy
established in this Interlocal Agreement. However, the Board is not required to personally
conduct all of the routine business of the Trust and, consistent with their responsibility as
stated herein, the Board may, on behalf of the Trust, appoint, employ, or contract with an
Administrator and a Trust Counsel and may grant or delegate such authority to the
Administrator, Trust Counsel, or to any other person as the Board may, in its discretion, deem
to be necessary or desirable for the efficient management of the Trust.
(b) The Board may appoint one or more persons to serve as the Administrator for
FLCLASS. It is specifically intended that any and all provisions related to the Administrator
set forth herein be memorialized in a contract between the Board and the Administrator (the
Administrator Agreement) and that this Interlocal Agreement not be construed to create any
third -party beneficiary rights in any party fulfilling the role of Administrator. In the event of
conflict between the provisions of this Interlocal Agreement and the provisions of the
FLCLASS Interlocal Agreement 1 23
rLcLnss'`%
Administrator Agreement, this Interlocal Agreement shall control.
(c) In the event that, at any time, the position of Administrator shall become vacant
for any reason, the Board may appoint, employ, or contract with a successor.
(d) The Administrator shall at no time have custody of or physical control over any of
the Investment Property.
(e) The Administrator may also serve as investment advisor to FLCLASS.
5.2 Duties of the Administrator
(a) The duties of the Administrator shall be those set forth in this Article V and the
Administrator Agreement. This Article V outlines some but not all of such duties. Such duties
may be modified by the Board from time -to -time. The role of the Administrator is intended
to effect purchases, sales, or exchanges of Investment Property on behalf of the Board. The
Administrator Agreement may authorize the Administrator to employ other persons to assist
in the performance of the duties set forth therein.
(b) The Administrator shall at no time have custody of or physical control over any of
the Investment Property. If a Participant in error delivers Investment Funds for investment
to the Administrator instead of to the Custodian, the Administrator shall immediately
transfer such Investment Funds to the Custodian. The Administrator shall not be liable for
any act or omission of the Custodian but shall be liable for the Administrator's acts and
omissions as provided herein.
(c) The Administrator understands that the monies delivered to the Custodian may
only be invested pursuant to the investment parameters contained in the Investment Policy.
5.3 Duties of the Trust Counsel
The duties of the Trust Counsel shall be:
(a) To construe the terms and provisions of this Interlocal Agreement and advise the
Board with respect to its powers and duties thereunder;
(b) Review and approve the ordinances and joinder agreements of units of local
government desiring to become Participants;
(c) Attend all meetings of the Board and provide legal advice and consultation as
requested; and
(d) Bring, prosecute, appear in, or defend all on behalf of the Trust and in the name
of the Trust any suit or administrative proceeding, for the enforcement of or arising out of
or with respect to this Interlocal Agreement.
5.4 Investment Activities and Powers
The Administrator shall perform the following services:
(a) advise the Board on any material changes in investment strategies based upon
current market conditions;
FLCLASS Interlocal Agreement 1 24
rLcLnss'`�
(b) enter into securities transactions with respect to the Investment Property (to the
extent permitted by the investment criteria established by the Board as set forth in the
Investment Policy and all applicable law) by entering into agreements and executing other
documents relating to such transactions containing provisions common for such agreements
and documents in the securities industry;
(c) from time -to -time, review the Permitted Investments and the investment criteria
set forth in the Investment Policy and, if circumstances and applicable law permit, recommend
changes in such Permitted Investments and such investment criteria;
(d) provide such advice and information to the Board on matters related to investments
as the Board may reasonably request including, without limitation, research and statistical
data concerning the Investment Property, whether and in what manner all rights conferred
by the Investment Property may be exercised, and other matters within the scope of the
investment criteria set forth in the Investment Policy;
(e) prepare such information and material as may be required in the implementation
of the Valuation Procedures or the computation of the Balances and the preparation of any
and all records and reports required by this Interlocal Agreement or applicable laws;
(f) issue instructions to the Custodian as provided in this Interlocal Agreement; and
(g) employ, consult with, obtain advice from, and exercise any of the Administrator's
rights or powers under this Interlocal Agreement through the use of suitable agents including
auditors, legal counsel (who may be counsel to the Administrator and/or the Board),
investment advisers, brokers, dealers, and/or other advisers. Notwithstanding Section 11.8
hereof, the Administrator may transmit information concerning the Investment Property and
the Participants to such agents.
5.5 Monthiv Statements
(a) Within 15 days subsequent to the end of each month, the Administrator shall
prepare and submit to each Participant who was a Participant during such month a statement
disclosing any activity and a closing balance in each of its accounts for such month.
(b) The Administrator, upon the request of a Participant, shall furnish to the Participant
a statement of such Participant's balance as of the date of such request, subject only to
account activity on such date.
5.6 Reports
The Administrator shall prepare or cause to be prepared at least annually (i) a report
of operations containing a statement of the Investment Property and the Investment Property
FLCLASS Interlocal Agreement 1 25
rLcLnss'`�
Liabilities and statements of operations and of net changes in net assets prepared in
conformity with generally accepted accounting principles consistently applied and (ii) an
opinion of an independent certified public accountant on such financial statements based on
an examination of the books and records of the Participants' Accounts, maintained by the
Administrator with respect to the Investment Property, performed in accordance with
generally accepted auditing standards. A copy of such signed report of operations and an
accountant's opinion shall be filed with the Participants within ninety (90) days after the close
of the period covered thereby.
5.7 Daily Calculation of Proaram Value and Rate of Return
(a) The Administrator shall calculate the Investment Property Value for each Account
once on each business day at the time and in the manner provided in the Valuation
Procedures contained in Exhibit C, hereto.
(b) Upon performing the valuation specified in Section 5.7(a) hereof, the Administrator
shall calculate (rounding off to the nearest whole cent) the balance of each Participant and
each balance of each of the Participants shall be adjusted proportionately so that the total
balances of all the Participants equals the aggregate Investment Property Value for the
Accounts.
(c) For purposes of calculating the Investment Property Value, the amount of any
uncertain or contingent Investment Property Liability shall be deemed to be equal to the
amount of the reserve, if any, against such Investment Property Liability that has been
determined from time -to -time by the Administrator.
(d) For purposes of calculating the Investment Property Value, if the value of any part
of the Investment Property is uncertain or contingent, the value of such part of the Investment
Property shall be deemed to be equal to the amount determined from time -to -time by the
Administrator.
(e) The Administrator shall calculate daily the rate of return earned on the Investment
Property held in each Account.
5.8 Administration of FLCLASS
The Administrator shall perform the following administrative functions on behalf of the
Board in connection with the implementation of this Interlocal Agreement:
(a) collect and maintain for such period as may be required under any applicable
Federal or Florida law written records of all transactions affecting the Investment Property or
the balances, including but not limited to (i) investments by and payments to or on behalf of
each Participant; (ii) acquisitions and dispositions of Investment Property; (iii) pledges and
FLCLASS Interlocal Agreement 1 26
rLcLnss'`%
releases of collateral securing the Investment Property; (iv) determinations of the Investment
Property Value; (v) adjustments to the Participants' balances; and (vi) the current balance
and the balances at the end of each month for each Participant. There shall be a rebuttable
presumption that any such records are complete and accurate. The Administrator shall
maintain the records relating to each Participant in a manner that subdivides the Participant's
balance into subaccounts or other special accounts to accommodate such Participant's desire
to segregate any portion or portions of its Investment Funds;
(b) assist in the organization of Meetings of the Board including preparation and
distribution of the notices and agendas therefore;
(c) respond to all inquiries and other communications of Participants, if any, that are
directed to the Administrator or, if any such inquiry or communication is more properly
addressed by an officer of the Custodian, referring such inquiry or communication to such
officer and coordinating such officer's response thereto;
(d) pay all Investment Property Liabilities in accordance with this Interlocal Agreement
from any income, profits, and gains from the Investment Property (but not from the principal
amount thereof); and
(e) engage in marketing activities to encourage eligible Florida public sector entities
to become Participants.
5.9 Funds
The Investment Advisor shall cause the Custodian to establish a primary fund (the
Prime Fund) for the investment of surplus funds of the Participants. The Prime Fund shall be
invested in permitted investments pursuant to the criteria and policies contained in the
Investment Policy. Notwithstanding anything in this Interlocal Agreement to the contrary, the
Investment Advisor may, upon the direction of the Board, cause the Custodian to establish
specially designated funds, in addition to the Prime Fund, with specified investment
characteristics so long as the fund adheres to the permitted investments. Such characteristics
may include, without limitation, certain restrictions on amounts to be invested, holding
periods prior to payments, or certain other conditions to be met for payments, such as
possible payment penalties, special investment criteria, investment management tailored to
a particular Participant, or additional fees for administering such specially designated Funds.
The Investment Advisor may cause the Custodian to establish such Funds once the Board or
its designee has approved in writing the investment characteristics of such Funds. If
established, any such Fund shall consist only of permitted investments, and the investment
characteristics of each such Fund shall be set forth in a separate investment policy. The
establishment of such Funds shall not be deemed an amendment of this Interlocal Agreement.
A Participant may direct the Investment Advisor to invest its surplus funds in any of the
established Funds. The Investment Advisor shall cause each such Fund to maintain accounts
FLCLASS Interlocal Agreement 1 27
rLcLnss'`%
and reports separate from any other Fund. The Investment Advisor shall cause to be
maintained a separate rating on each such Fund. All provisions of this Interlocal Agreement
shall apply to any such Funds.
ARTICLE VI
THE CUSTODIAN
6.1 Oualifications
(a) The Board, on behalf of the Trust, shall appoint and employ a bank or trust
company organized under the laws of the United States of America to serve as Custodian for
FLCLASS. Such custodian shall be a qualified depository as defined by Chapter 280, Florida
Statutes and shall invest all Investment Property in accordance therewith and in accordance
with the objectives of the Trust. The Custodian shall have authority to act as the Trust's agent,
subject to such restrictions, limitations, and other requirements, if any, as may be established
by the Board. It is specifically intended that any and all provisions related to the Custodian
set forth herein be memorialized in a contract to be entered into between the Trust and the
Custodian (the Custody Agreement) and that this Interlocal Agreement not be construed to
create any third -party beneficiary rights in any party fulfilling the role of the Custodian. In
the event of a conflict between the provisions of this Interlocal Agreement and the provisions
of the Custody Agreement, this Interlocal Agreement shall prevail.
6.2 Successors
In the event that, at any time, the Custodian shall resign or shall be terminated
pursuant to the provisions of the Custodian Agreement, the Board shall appoint a successor
thereto.
6.3. Prohibited Transactions
With respect to transactions involving Investment Property, the Custodian shall act
strictly as agent for the Trust. The Board shall not purchase Permitted Investments from the
Custodian or sell Permitted Investments to the Custodian.
6.4. Appointment; Sub -Custodians
(a) The Custodian may employ other banks and trust companies as sub -custodians,
including, without limitation, affiliates of the Custodian. The appointment of a sub -custodian
under this Section shall not relieve the Custodian of any of its obligations set forth in this
Interlocal Agreement. The Custodian shall use its best efforts to ensure that the collective
interests of the Participants in the Investment Property is clearly indicated on the records of
any sub -custodian and the Custodian shall use its best efforts to ensure that the collective
FLCLASS Interlocal Agreement 1 28
rLcLnss'`%
interests of the Participants in the Investment Property is not diminished or adversely affected
because of the Custodian's use of a sub -custodian.
(b) No Investment Funds or Investment Property received or held by the Custodian
pursuant to this Interlocal Agreement shall be accounted for in any manner that might cause
such Investment Funds or Investment Property to become assets or liabilities of the
Custodian.
6.5 Powers
The Custodian shall perform the following services:
(a) open and maintain such custody accounts as the Board directs through the
Administrator and accept for safekeeping and for credit to the Account, in accordance with
the terms hereof, all securities representing the investment of Investment Funds pursuant to
Section 2.2 hereof, and the income or earnings derived therefrom.
(b) hold the Investment Property:
(i) in its vaults physically segregated and held separate and apart from other
property of the Custodian;
(ii) in its account at Depository Trust Company or other depository or clearing
corporation; or
(iii) in a book entry account with the Federal Reserve Bank in which case a
separate accounting of the Investment Property shall be maintained by the Custodian
at all times.
The Investment Property held by any such depository or clearing corporation or Federal
Reserve Bank may be held in the name of their respective nominees provided, however, that
the custodial relationship and the interests of the Participants regarding such Investment
Property shall be noted on the records of the Administrator and the custodial relationship on
behalf of the Participants shall be noted on the records of the Custodian and, to the extent
possible, the Custodian shall cause the custodial relationship on behalf of the Participants to
be noted on the records of such depository, clearing house, or Federal Reserve Bank.
(c) notify the Administrator, in writing or verbally with written, email, or facsimile
confirmation, of any elective action involving the Investment Property.
(d) upon instruction of the Administrator, the Custodian shall
FLCLASS Interlocal Agreement 1 29
rLcLnss'`%
(i) receive and distribute Investment Funds and all other Investment Property in
accordance with the requests of Participants pursuant to Article II and Exhibit A and
Exhibit B hereof;
(ii) exchange securities in temporary or bearer form for securities in definitive or
registered form; and surrender securities at maturity or earlier when advised of a call
for redemption;
(iii) make, execute, acknowledge, and deliver as Custodian any and all documents or
instruments (including but not limited to all declarations, affidavits, and certificates of
ownership) that may be necessary or appropriate to carry out the powers granted
herein;
(iv) make any payments incidental to or in connection with this Section 6.5;
(v) sell, exchange, or otherwise dispose of any and all Investment Property free and
clear of any and all interests of the Participants, at public or private sale, with or
without advertisement; and execute and deliver any deed, power, assignment, bill of
sale, or other instrument in connection therewith;
(vi) with respect to enforcing rights in connection with the Investment Property, use
its best efforts to: (a) collect, receive, and receipt for all sums of money or other
personal property due; (b) consent to extensions of the time for payment or to the
renewal of any securities, investments, or obligations; (c) exercise any power of sale
and convey good title thereunder free of any and all interests of any and all Participants
and in connection with any such foreclosure or sale, purchase, or otherwise acquire
title to any personal property; (d) to the extent necessary, be a party to the
reorganization of any person and transfer to and deposit with any corporation,
committee, voting trustee, or other Person any securities, investments, or obligations
of any person that form a part of the Investment Property for the purpose of such
reorganization or otherwise; (e) participate in any arrangement for enforcing or
protecting the interests of the holders of such securities, investments, or obligations
and to pay any assessment levied in connection with such reorganization or
arrangement; (f) extend the time (with or without security) for the payment or delivery
of any debts or personal property and to execute and enter into releases, agreements,
and other instruments; and (g) pay or satisfy any debt or claims; and
(vii) exercise all other rights and powers and to take any action in carrying out the
purposes of this Interlocal Agreement.
FLCLASS Interlocal Agreement 1 30
rLcLnss'`�
6.6 Custodial Relationship: Custodian Records
(a) The Custodian shall hold the Investment Property in its capacity as Custodian for
the collective benefit of each of the Participants. The Investment Property shall be custodial
property of the Custodian and shall not be, or be deemed to be, an asset of the Custodian.
Each Participant has an undivided beneficial interest in the Investment Property to the extent
of such Participant's balance.
(b) The Custodian shall acknowledge in the Custody Agreement that records
concerning the Investment Property shall be maintained by the Administrator and that such
records shall conclusively determine the interests of each Participant in the Investment
Property. Within 15 days subsequent to the end of each month, the Custodian shall send
statements providing the closing balance in the Account at the end of such month and the
transactions performed in the Account during such month to the Administrator and the Board.
ARTICLE VII
FLCLASS COSTS AND EXPENSES
7.1 Expenses
In consideration of the performance of its obligations hereunder, the Administrator
shall receive a fee as set forth in the Administrator Agreement described in Section 5.2 hereof,
which fee shall be paid from the earnings on the Accounts. The Administrator's fee shall be
an Investment Property Liability. From its fee, the Administrator shall pay the following costs
and expenses: the Custodian's fee set forth in the Custody Agreement, the costs of third
parties retained by the Administrator to render investment advice pursuant to the
Administrator Agreement, all custodial and securities clearance transaction charges, the cost
of valuing the Investment Property, the cost of obtaining a rating, if any, the cost of other
expenses agreed to by the Administrator and the Board, all Investment Property record -
keeping expenses, the cost of preparing monthly and annual reports, the expense of outside
auditors required pursuant to the Administrator Agreement (but only if the Administrator
selects such auditors), the fees of the Administrator's and/or Board's legal counsel, the cost
of meetings of the Board, and the costs of Participant surveys and mailings. At least quarterly,
the Administrator shall provide a detailed accounting of such expenses to the Board.
7.2 Pavment of Expenses
The Board shall have full and complete power:
(a) to incur and pay any charges or expenses that, in the opinion of the Board, are
necessary or incidental to or proper for carrying out any of the purposes of this Indenture;
FLCLASS Interlocal Agreement 1 31
r�.cLnss'`%
(b) to reimburse others for the payment therefore including but not limited to the
Administrator; and 26(c) to pay appropriate compensation or fees from the funds managed
under this Interlocal Agreement to persons with whom the Board has contracted or transacted
business.
ARTICLE VIII
REPRESENTATIONS AND WARRANTIES
8.1 Representations and Warranties of Each Participant
Each Participant hereby represents and warrants that:
(a) the Participant has taken all necessary actions and has received all necessary
approvals and consents and adopted all necessary ordinances and resolutions in order to
execute and deliver this Interlocal Agreement and to perform its obligations hereunder
including, without limitation, the appointment of its Authorized Representative; and
(b) the execution, delivery, and performance of this Interlocal Agreement by the
Participant are within the power and authority of the Participant and do not violate the laws,
rules, or regulations of the state of Florida applicable to the Participant or the Participant's
charter or its organizational statute, instrument, or documents or any other applicable
Federal, state, or local law; and
(c) the certificates delivered heretofore or hereafter by the Participant pursuant to this
Interlocal Agreement, as of the date specified therein, are true and complete and contain no
material misstatements of fact or omissions that render them misleading.
ARTICLE IX
COVENANTS
9.1 Source of Investments
Each Participant hereby covenants that it will invest pursuant to Section 2.2 only
Investment Funds that are permitted to be invested by it pursuant to the laws of the state of
Florida and any charter, instrument, organizational document, and any Federal, state, or local
rule, ordinance, resolution or regulation applicable to such Participant and that it will perform
all actions required by the laws of the state of Florida and any charter, instrument, or
organizational document and any Federal, state, or local rule, ordinance, resolution, or
regulation applicable to such Participant to be done prior to such investment.
FLCLASS Interlocal Agreement 1 32
111� 1111111trmmmll
rLcLnss
9.2 Truth of Representations and Warranties
Each party to this Interlocal Agreement hereby covenants that it shall use reasonable
efforts to withdraw from this Interlocal Agreement prior to the time any of the representations
and warranties made by it in Article VIII hereof ceases to be true.
ARTICLE X
AMENDMENT AND TERMINATION
10.1 Amendment
(a) Unless explicitly set forth otherwise herein, this Interlocal Agreement may be
amended only by a majority of the Board. Any amendment that impacts the duties,
obligations, or rights of either the Administrator or the Custodian shall be reduced to writing
and agreed to by the affected party.
(b) Any amendment executed pursuant to Section 10.1(a) hereof will be effective upon
the earlier of (i) thirty (30) days after notice is mailed or otherwise delivered, including but
not limited to delivery by electronic means, to all existing Participants setting forth such
amendment and permitting each Participant to terminate its participation and request
payment of its balance.
(c) Notwithstanding the foregoing, the Investment Policy may be amended by a writing
consented to by the Board. Any such amendment of the Investment Policy shall become
effective thirty (30) days after notice thereof is sent to the Participants, Administrator, and
Custodian setting forth such amendment.
(d) Notwithstanding the foregoing, Exhibits A, B, and C may be amended by the Board
on behalf of the Participants. Any such amendment shall become effective thirty (30) days
after notice thereof is mailed to the Participants, Administrator, and Custodian setting forth
such amendment.
10.2 Termination
(a) This Interlocal Agreement shall continue in full force and effect unless terminated
as set forth in this Section 10.2. This Interlocal Agreement may be terminated at any time
pursuant to a duly adopted amendment hereto approved by the unanimous vote of the Board.
This Interlocal Agreement shall terminate automatically if either the Program Administration
Agreement or the Custody Agreement is not amended to name a new Administrator or
Custodian on or before the day that is immediately prior to the date on which the resignation,
withdrawal, or removal of the Administrator or Custodian would otherwise become effective.
FLCLASS Interlocal Agreement 1 33
rLcLnss'`%
(b) Upon the termination of this Interlocal Agreement pursuant to this Section 10.2:
(i) the Custodian, the Board, and the Administrator shall carry on no business in
connection with FLCLASS except for the purpose of satisfying the Investment Property
Liabilities and winding up their affairs in connection with the Investment Property;
(ii) the Custodian, the Board, and the Administrator shall proceed to wind up their
affairs in connection with FLCLASS, and all of the powers of the Board, Administrator,
and Custodian under this Interlocal Agreement, the Program Administration
Agreement, and the Custody Agreement, respectively, shall continue until the affairs
of the Board, Administrator, and Custodian in connection with FLCLASS shall have
been wound up, including but not limited to the power to collect amounts owed, sell,
convey, assign, exchange, transfer, or otherwise dispose of all or any part of the
remaining Investment Property to one or more persons at public or private sale for
consideration that may consist in whole or in part of cash, securities, or other property
of any kind, discharge or pay Investment Property Liabilities, and do all other acts
appropriate to liquidate their affairs in connection with FLCLASS; and
(iii) after paying or adequately providing for the payment of all Investment Property
Liabilities and upon receipt of such releases, indemnities, and refunding agreements
as each of the Board, Administrator, and Custodian deem necessary for their
protection, the Board shall take all necessary actions to cause the distribution of the
remaining Investment Property, in cash or in kind or partly in each, among the
Participants according to their respective proportionate Balances.
(c) Upon termination of this Interlocal Agreement and distribution to the Participants
as herein provided, the Board shall direct the Administrator to execute and lodge among the
records maintained in connection with this Interlocal Agreement an instrument in writing
setting forth the fact of such termination, and the Board and Participants shall thereupon be
discharged from all further liabilities and duties hereunder, and the rights and benefits of all
Participants hereunder shall cease and be canceled and discharged.
ARTICLE XI
MISCELLANEOUS
11.1 Governing Law
This Interlocal Agreement is executed by the initial Participants and delivered in the
state of Florida and with reference to the laws thereof, and the rights of all parties and the
validity, construction, and effect of every provision hereof shall be subject to and construed
according to the laws of the state of Florida.
FLCLASS Interlocal Agreement 1 34
rLcLnss'`%
11.2 Severabilitv
The provisions of this Interlocal Agreement are severable, and if any one or more of
such provisions (the Conflicting Provisions) are in conflict with any applicable laws, the
Conflicting Provisions shall be deemed never to have constituted a part of this Interlocal
Agreement, and this Interlocal Agreement may be amended pursuant to Section 10.1 hereof
to remove the Conflicting Provisions provided, however, that such conflict or amendment shall
not affect or impair any of the remaining provisions of this Interlocal Agreement or render
invalid or improper any action taken or omitted prior to the discovery or removal of the
Conflicting Provisions.
11.3 Counterparts
This Interlocal Agreement may be executed in several counterparts, each of which
when so executed shall be deemed to be an original, and such counterparts, together, shall
constitute but one and the same instrument that shall be sufficiently evidenced by any such
original counterpart.
11.4 No Assionment
No party hereto may sell, assign, pledge, or otherwise transfer any of its rights or
benefits under this Interlocal Agreement to any other person, and any purported sale,
assignment, pledge, or other transfer shall be null and void. The Board agrees not to
unreasonably withhold consent to an assignment of this Interlocal Agreement or the
Administrator Agreement.
11.5 Gender; Section Headings and Table of Contents
(a) Words of the masculine gender shall mean and include correlative words of the
feminine and neuter genders, and words importing the singular number shall mean and
include the plural number and vice versa.
(b) Any headings preceding the texts of the several Articles and Sections of this
Interlocal Agreement and any table of contents or marginal notes appended to copies hereof
shall be solely for convenience of reference and shall neither constitute a part of this Interlocal
Agreement nor affect its meaning, construction, or effect.
11.6 No Partnership
Other than the creation by the Participants of an interlocal cooperation agreement
pursuant to Florida Statutes §163.01, this Interlocal Agreement does not create or constitute
an association of two or more persons to carry on as co -owners a business for profit, and
none of the parties intends this Interlocal Agreement to constitute a partnership or any other
joint venture or association.
FLCLASS Interlocal Agreement 1 35
rLcLnss'`�
11.7 Notice
Unless oral notice is otherwise allowed in this Interlocal Agreement, all notices required
to be sent under this Interlocal Agreement:
(a) shall be in writing;
(b) shall be deemed to be sufficient if given by (i) depositing the same in the United
States mail properly addressed, postage prepaid, or (ii) electronically transmitting such notice
by any means such as by facsimile transmission, email, or other electronic means whenever
such notice is in a format that may be stored by the receiving party or parties, or (iii) by
depositing the 30same with a courier delivery service, addressed to the person entitled
thereto at his address or phone number as it appears on the records maintained by the
Administrator;
(c) shall be deemed to have been given on the day of such transmission if delivered
pursuant to subsection (b)(ii) or on the third day after deposit if delivered pursuant to
subsection (b)(i) or (b)(iii); and
(d) any of the methods specified in Section 11.7(b) shall be sufficient to deliver any
notice required hereunder notwithstanding that one or more of such methods may not be
specifically listed in the Sections hereunder requiring such notice.
11.8 Confidentialitv
(a) All information and recommendations furnished by the Administrator to any
Participants or the Board that is marked confidential and all information and directions
furnished by the Administrator to the Custodian shall be regarded as confidential by each such
person to the extent permitted by law. Nothing in this Section shall prevent any party from
divulging information as required by law or from divulging information to civil, criminal, bank,
or securities regulatory authorities where such party may be exposed to civil or criminal
proceedings or penalties for failure to comply, or from divulging information in accordance
with Florida's Government in the Sunshine Law, Florida Statutes, Chapter 286, or Florida's
Public Records Act, Florida Statutes, Chapter 119 or to prevent the Administrator from
distributing copies of this Interlocal Agreement, the names of the Participants, or the
Investment Property Value to third parties.
11.9 Entire Aareennent
This Interlocal Agreement shall constitute the entire agreement of the parties with
respect to the subject matter and shall supersede all prior oral or written agreements in regard
thereto.
FLCLASS Interlocal Agreement 1 36
r�.cLnss'`%
11.10 Disputes
In the event of any dispute between the parties, the parties agree to attempt to resolve
the dispute through negotiation. No litigation shall be commenced without a certification by
an authorized officer, employee, or agent of any party that the dispute cannot be resolved by
negotiation provided in writing at least 10 days before commencing legal action.
11.11 Writings
Whenever this Interlocal Agreement requires a notice, instruction, or confirmation to
be in writing or a written report to be made or a written record to be maintained, it shall be
sufficient if such writing is produced or maintained by electronic means or maintained by any
other photostatic, photographic, or micrographic data storage method such as digital discs as
well as on paper, so long as such method complies with Chapter 119, Florida Statutes.
11.12 Effective Date
This Interlocal Agreement shall become effective on the effective date.
FLCLASS Interlocal Agreement 1 37