THOUSAND OAKS COMMUNITY DEVELOPMENT DISTRICT

The Thousand Oaks Community Development District is a special purpose unit of local government created under Florida Law, chapter 190, for the purpose of financing, constructing, operating, and maintaining community-wide infrastructure, improvements, and services for the benefit of the properties within its boundaries.

PALM BEACH COUNTY REGULAR BOARD MEETING FEBRUARY 13, 2023
4:15 P.M.
Special District Services, Inc.
The Oaks Center 2501A Burns Road
Palm Beach Gardens, FL 33410

www.thousandoakscdd.org 561.630.4922 Telephone 877.SDS.4922 Toll Free 561.630.4923 Facsimile

AGENDA
THOUSAND OAKS COMMUNITY DEVELOPMENT DISTRICT
Thousand Oaks HOA Office 1034 Center Stone Lane Riviera Beach, Florida 33404
REGULAR BOARD MEETING
February 13, 2023
4:15 p.m.

Call to Order
Proof of Publication…	Page 1
Moment of Silence
Establish Quorum
Additions or Deletions to Agenda
Comments from the Public for Items Not on the Agenda
Approval of Minutes
January 9, 2023 Regular Board Meeting Minutes…	Page 3
Old Business
Update on Funds Owed to the HOA Regarding Fence-Line Tree Trimming
Update on ATV Purchase or Rental
Update on Newsletter and Website
Update on Regarding District Investment Policy
Update on Fountain Installation
Update on Stormwater Drainage Cleaning
Discussion Regarding Encroachment Issue
New Business
Consider Resolution No. 2023-01 – Approving Enrolling in FLCLASS…	Page 6
Discussion Regarding Next Step’s for Thousand Oaks New Logo…	Page 92
Consider Approval of Proposal for Villa Rosa Mulch…	Page 93
Consider Approval of Proposal for Villa Rosa Fountain Repair…	Page 94
Administrative Matters
Board Members Comments
Adjourn

PALM BEACH

STATE OF FLORIDA COUNTY OF PALMBEACH:

Before the undersigned authority personally appeared ANGELINA GARAY, who on oath says that he or she is the LEGAL CLERK, Legal Notices of the Palm Beach Daily Business Review Ilk/a Palm Beach Review, a daily (except Saturday, Sunday  and  Legal Holidays) newspaper, published at West Palm Beach in Palm Beach County, Florida; that the attached copy of advertisement. being a Legal Advertisement of Notice in the matter of

THOUSAND OAKS COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2022/2023 REGULAR MEETING SCHEDULE - NOTICE IS HEREBY GIVEN THAT THE BOARD OF SUPERVISORS OF THE THOUSAND OAKS COMMUNITY DEVELOPMENT DISTRICT WILL HOLD REGULAR MEETINGS AT 4:15 P.M. ETC

in the XXXX Court.
was published in said newspaper by print in the issues of and/or by publication on the newspaper's website, if authorized, on

09/19/2022

Affiant further says that the newspaper complies with all legal requirements for publication in chapter 50, Florida Statutes.

(SEAL)
ANGELINA GARAY personally known to me

THOUSAND OAKS COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2022/2023 REGULAR MEETING SCHEDULE
NOTICE IS HEREBY GIVEN that
the Board of Supervisors of the Thousand Oaks Community Develop­ ment District will hold Regular Meetings at 4:1-5 p.m. in the Thousand Oaks HOA Office located at 1034 Center Stone Lane, Riviera Beach, Florida 33404, on the following dates:
October 4, 2022
November 14, 2022
December 12, 2022
January 9, 2023
February 13, 2023
March 13, 2023
April 10, 2023
Maya, 2023
June 12, 2023
July 10, 2023
August 14, 2023
September 11, 2023
The purpose of the meetings is to conduct any bus1ness coming before the Board. The meetln9s are open to the public and will be conducted in accordance with the provisionsof law. Coples of the Agendas for any of the meetings may be obtained from the District's website or by contacting the District Manager
I at (561) 922 and/or toll free at
1·877-737-4922 prior to the date o,f
the particular meeting.
From time to tlme one or more Supervisors may participate by tele­ phone; therefore, at the location of these meetings then will be a speaker telephone present so that interested persons can attend the meetings at the above location and be fully Informed of the discussions taking place either in person or by telephone communication. Meetings may be ,

THOUSAND OAKS COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING
JANUARY 9, 2023

CALL TO ORDER

The January 9, 2023, Regular Board Meeting of the Thousand Oaks Community Development District (the “District”) was called to order at 4:16 p.m. in the Thousand Oaks HOA Office located at 1034 Center Stone Lane, Riviera Beach, Florida 33404.

PROOF OF PUBLICATION

Proof of publication was presented that notice of the Regular Board Meeting had been published in The Palm Beach Post on September 19, 2022, as part of the District’s Fiscal Year 2022/2023 Regular Board Meeting, as legally required.

MOMENT OF SILENCE

ESTABLISH A QUORUM

A quorum was established by the presence of Chairman Jeff Jackson (via phone), Vice Chairman Rance Gaede and Supervisors Malachi Knowles, Horace Towns and Corey Smith.

Staff present included District Manager Sylvia Bethel of Special District Services, Inc.; District Counsel Frank Palen of Caldwell Pacetti Edwards Schoech & Viator LLP; and District Engineer Jeff Schnars of Schnars Engineering Corporation.

Also present were: Rene O’Day of FLCLASS (via phone); and Monika Pugh, a Villa Rosa resident.

ADDITIONS OR DELETIONS TO THE AGENDA

Mr. Gaede suggested rearranging the agenda as follows… move Old Business #7 to Old Business #1, combine Old Business #5 with New Business #1 and move this up to #2.

A motion was made by Mr. Knowles, seconded by Mr. Towns and unanimously passed approving the reorganization of the agenda.

COMMENTS FROM THE PUBLIC FOR ITEMS NOT ON THE AGENDA

Ms. Pugh introduced herself as a Villa Rosa resident and stated that she wanted to see what the CDD Board was about, the topics of discussion and would like to assist the Board, if needed.

APPROVAL OF MINUTES
December 12, 2022, Regular Board Meeting

A motion was made by Mr. Smith, seconded by Mr. Towns and passed unanimously approving the December 12, 2022, Regular Board Meeting minutes, as presented.

Page 1 of 3

OLD BUSINESS
Update on Logos for Shirts

Ms. Bethel advised that Mr. Towns had sent her the images for the Board to review as a handout. The Board discussed the options presented and voted on number 5.

A motion was made by Mr. Knowles, seconded by Mr. Smit, and unanimously passed approving image number 5.

The Board would like to add the logo to the next meeting agenda package.

Update on Funds Owed to HOA Regarding Fence Line Tree Trimming

Mr. Jackson requested that this item be held until the next meeting.

Discussion Regarding ATV Purchase or Rental

Mr. Jackson requested that this item be held until the next meeting.

Update on Newsletter and Website

Mr. Jackson requested that this item be held until the next meeting.

Discussion Regarding District Investment Policy

This item was combined with New Business #1.

Update on Fountain Installation

Ms. Bethel indicated that the permit was issued for the electrical work and the vendor would start on the fountain that has existing electric.

Mr. Knowles stated that the southern fountain lights were out. Ms. Bethel will notify the vendor.

Consider Proline Vactor Services for Stormwater Drainage Cleaning

Mr. Schnars stated the annual inspection was to identify issues and they identified drainage issues. Mr. Schnars went over each proposal and recommended Proline. He stated that Mr. Meloy would monitor the work and inspect it once it was completed. Mr. Palen stated that before any work could begin, the District should issue a Notice to Proceed. Mr. Towns recommended adding several thousand dollars to the approved price as a contingency and Mr. Schnars agreed. Mr. Palen suggested a percentage of the total cost. Mr. Jackson suggested 15%. Mr. Schnars stated the curb repairs were from a different company, which he recommended. It is a great bid in his opinion. He recommended adding a contingency to this proposal as well. Mr. Towns suggested the Board move for approval.

A motion was made by Mr. Smith, seconded by Mr. Knowles and unanimously passed approving the proposals of Proline Vactor Services in the amount of $6,727.50 (Villa Rosa/Sierra Bay) and $17,267.50 (Thousand Oaks), with a 15% contingency; and Statewide Grading, LLC in the amount of $49,500.00 (Thousand Oaks) & $22,00.00 (Sierra Bay) with a 15% contingency.
Page 2 of 3

Discussion Regarding Encroachment Issue

Mr. Palen advised that at the last meeting he was directed to draft a letter, which is on Page 17, for the board to review. However, during his research, it was difficult to identify if the clutter was actually located on CDD property. He referred to Page 22 in the meeting book. A lengthy discussion ensued. Mr. Jackson asked if Ms. Bethel had received the survey and she stated she had not. Mr. Jackson suggested the Board table this item until everyone can review the survey and the Board agreed.

NEW BUSINESS
Discussion Regarding Investment Options with FL-CLASS

Ms. O’Day introduced herself and went over FL CLASS history, products and interest rates. A lengthy discussion ensued. Ms. Bethel stated the Gehring Group, who had been invited to attend, specialized in risk management rather than financial advising. Mr. Palen confirmed this. Mr. Palen reviewed the investment options available to the District, pursuant to Section 218.415, F.S. One of them is to enter into an interlocal agreement with a State-certified investment pool, such as FL CLASS. If the District joined FL CLASS, it would not need to adopt an investment policy. Mr. Knowles would like for Mr. Jackson to be present before a decision regarding this item is made. Mr. Gaede and Mr. Towns expressed their interest in moving forward with a decision. The Board decided to defer discussion until the February meeting.

ADMINISTRATIVE MATTERS

Ms. Bethel asked Mr. Smith to submit his paperwork.

BOARD MEMBER COMMENTS

There were no further comments from the Board Members.

ADJOURNMENT

There being no further business to come before the Board, the meeting was adjourned at 5:00 p.m. There were no objections.

Secretary/Assistant Secretary	Chair/Vice Chair
Page 3 of 3

PREPARED BY AND RETURN TO:
Frank S. Palen, Esq.
Caldwell Pacetti Edwards Schoech & Viator LLP 1555 Palm Beach Lakes Boulevard, Suite 1200 West Palm Beach, Florida 33401

RESOLUTION NO. 2023-01
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE THOUSAND OAKS COMMUNITY DEVELOPMENT DISTRICT APPROVING FOR 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.
WITNESSETH:
WHEREAS, the Thousand Oaks Community Development District 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 Section 190.011 of the Florida Statutes. 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 Entities share in common and which each might exercise separately; and
WHEREAS, the Florida Interlocal Cooperation Act authorizes the Thousand Oaks Community Development District, 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 Thousand Oaks Community Development District 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

[23‐0127]	1

WHEREAS, the Thousand Oaks Community Development District 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;
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the Thousand Oaks Community Development District as follows:
SECTION 1. The Interlocal Agreement executed or otherwise joined by the Participants thereto, a copy of which is attached to this Resolution as Exhibit A and incorporated herein by reference.
SECTION 2. Pursuant to Section 2.4 of the Interlocal Agreement, the Thousand Oaks Community Development District hereby joins the Interlocal Agreement as a Participant and agrees to be bound by all of the terms and provisions thereof. The Thousand Oaks Community Development District further agrees to file an executed copy of this Resolution with the Clerk of Court in and for Palm Beach County, Florida.
SECTION 3. This Resolution shall take effect immediately upon its filing with the Clerk of Court in and for Palm Beach County, Florida.
PASSED AND ADOPTED IN PUBLIC SESSION of the Board of Supervisors of the Thousand Oaks Community Development District this 13th day of February, 2023.

ATTEST:

Name Signed

BY:		
Jeffrey Jackson

ITS:	Chair

Name Printed

	 SECRETARY

[DISTRICT SEAL]

[23‐0127]	2

EXHIBIT “A”
FLCLASS INTERLOCAL AGREEMENT MARCH 4, 2021

[23‐0127]	3

MEMORANDUM

DATE:

TO:

FROM:

RE:

February 13, 2023

Board of Supervi or
Thousand Oaks Community Development District

D	,

Frank S. Pal n,	q, / 4./)
General Counsel	()

lnve tment of District Surplus Funds: Adoption Resolu·tion 2023-001, Authorizing E, ecu.tion of lnterlocal Agreement for the Purpose of Joini FLCLAS Intergovernmental Investment Pool

his	emo  lipplernent  my memos to the Board dated July 26, 2022 and N9vemb r 14
2022, Re: Inv stment of  urplus District Funds.

he Board has been considering options for investing approximately $250,000 in 'surplu ,. isUict funds currently  held  by Hancock  Bank,  the District's  primary  depository.
oc urplus" funds are defined as funds "in excess ofthos required to meet current expense' (see Sec. 218.415(1), F.S.). The District's "surplus" funds are cu11·ently held in no or low­
interest accounts. Hancock Bank and the District's Bond  ounsel have opined that a transfer of surplus funds to another entity for investment purposes will not violate bond covenant , Hancock Bank does not cunently provide the kind of in vestment options desired by th Board. 'While :Ul'plus :unds may be invested in ord r to optimize return investment must also assure safi ty and liquidity of assets. Any investment of funds must strictly comply with the requirements of  ection 218.415 Florida Statutes,

In my Memo to the Board of November 14, 2022, I outlined three investment options available to the Board by Section 218.415	.F.:

CONTINUE TO USE HANCOCK BANK, but move funds to certificates of deposit with a higher rates of return. At the Board;s di1ection, this option has already been exercised as an interim mea ui:e.

INVE T	FUNDS	PURSUANT	TO	AN	ADOPTED	"INVESTMENT
POLICY" (sec. 218.415(1), F.S. If thi approach is selected, a wider range of investment options are possible. If th  adopted Investment Policy includes fifteen
(15) mandatory elements, the Board may invest its Surplus	unds in any of eleven
(11) designated investm nt categories.

INVEST FUNDS WITHOUT AN ADOPTED ''INVE TMENT POLICY"
(sec: 218.415(17),	, .). If this approach is chosen, the Board may invest its surplus funds only in any of four "low risk" investment categories. One of thes  is an

INTERGOVERNMENT AL INVESTMENT POOL	r ated by agreem nt among local governments.

4, 1n 2021, a consm1iurn of local Flotida govemments joined in an Intedocal Ag.reement or compact creating an investment pool known as th lorida Coope1-ative iquid Assets ecurities Sy tern (FLCLASS). FLCLASS e ercises the investment power of its individual members jointly in order to take advantage Qf economies of scale for the benefit of its participants. L LA is an entity that was designed to satisf-y the requirements of Section 218.415(17)(a), F.S. Th  •LCLAS  Interlocal Agreem nt allow  other local government
-ntities such as Thousand aks Community Development District, to join the inve tment pool.

5. A local government joins the pool by adopting a Resolution in the form attached as Exhibit "A" and submitting registration forms. If ad pted by the Board the Resolution becomes effective upon filing with the Palm Beach aunty Clerk of Circuit Court.

6, A copy of the complete InterlocaJ Agreement is included in the Resolution, and is attached hereto as Exhibit "B",

After adoption of the Resolution, a uTrust Registration" is executed authorizing tran fer of funds from Hancock Bank to FLCLASS (Exbjbit ' C"). he District's Manager, Special Distr·ict Services, lnc., will serve as Authorized  ontact for the account.

A PowerPoint Presentation by FLCLA	outlining it  background and benefits is attached
as Exhibit D"

For the Board's information a copy ofF	CLA  S'sPowerPointpresentation dated January
9, 2023, i attached.

Attachments

EXHIBIT "A"
RESOLUTION  2023-001

PREPARED BY AND.RETURN TO:
rank S. Pafen, sq.
Caldwell Pacetti Edwards ch9ech & Viator LL:P 1555 Palm Beach akes Boulevard, Suite 1200 West Palm each Florida 33401

RESOLUT(O	NO. 2023-001
A RESOLUTION OF THE BOARD OF SUP • RVISORS OF THE THOUSAND OAK COMNCDNITY DEVE OPME T DI TRICT APPROVING FOR ENTRANCE INTO AN INT RLOCAL AGREEMENT WITH	OTHER	GOVEim--MENT AL PARTICIPANTS FOR THE PVRPOSE OF EX IR ISING CNVESTME T POWER JOINTLY TO INVE T FUND IN CONCERT WITH OTHER PARTICIPANTS; PROVIDING FOR
N EFFECTIVE DATE.
WITNE.  ETH:
WHEREAS, the Thousand Oaks	ommunity Developm nt Di.strict is petmitted and has the power pursuant to the provisions of the Florida Statutes, including but not limited to ection 218.415 of the
Florida Statutes, and Section 190.0] 1 of the Florida tatutes. to invest certain of its funds in statutorily p nnitted investments inclwding but not limited to any intei: ovemmental investment pool authorized pursuant to ection 163.011 F'lmida Statutes, as amended (the Florida lnterlocal Cooperation Act); and
WHERE	, ec. 163.01, la. Lat., authorizes a political subdivision, agency, or officer of th tate of Florida including but not limited to state government, cou11ty; city, school district, s.ingle and multipurpose special district	ingle and multi-purpose public authority, metropolitan or consolidated govemment, a separnte legal entity or adt11inis1;rntive entity created under subsection (7) of Section l 63.01, Fla. tat, or a11 independently elected county officer (each of the foregoing a Local. Government Entity or Entity), to exercisejointly with any other Entity any power, privilege or authority which uch Entities share in common and which each might e, ercise s parately; and
WHEREAS, the Florida Interlocal Cooperation Act authorizes the Thou and Oaks Community Development District together with other local governmental emiti s, to exercise jointly any p wer privil ge or authority which the local governmental entities share inc mmon and which each mighl exercise separately pursuant to a written inter local agreem nt al'ld
WHEREAS, Palm Beach aunty Clerk a11d omptroller the Pinellas County Clerk of the C mt and Comptroller, and Orange ounty Tax ollect r, as initial Participants (as such term is defined in the Jnterlocat Agreement described below), entered into that certain Interlocal Agreement a cop of which is attached hereto as Exhibit A (the Interlocal Agreement), the pw-po e of which is to provide the Thousand Oaks Community Development Disb:ict aod each Paiticipant wh"ch ha executed or otherwise joined the lnterlocal Agreement, a substantial benefit by establishing the intergovernmental investment r,,ool to be lo1own as the Florida ooperative Liquid Assets Securities System F ASS , which is an intergovernmental investment pool as described in Section 218.415 Florida tatutes, as amended in order to xercise such investment power jointly and invest such funds in concert with the other Pa1ticipants pursuant to tJ1e Tntei'local Agreement as authorized by the 1orida Interlocal Cooperation Act in order to take advantage of economies of seal and perfonn govemmental functions more efficiently; and

1

WHER,	AS, the Thousand Oaks Community Developmen District desires to join the InterJocal greement as a Participant, in order to exercise investment power jointly and invest funds in concert with the other Participants pursuant to the rnterlocal Agreement in ot·der to take advantage of econoin ies of scale
and peifortr1 governmental functioa more efficiently; and
WHERE- S, the p licy of the JnterlocaJ Agreem nt shall be to place the h.ighest priority on the safety of principal and liquidity of funds, and the optimiz_ation of investment relums shall be secondary to the requirements for safety and liquidity;

NOW, THEREFORE, BE IT RE- 0
Community	velopment District as follows:

1 J) by the Board of Supervisors of th Thousand Oaks

E TION l. The lnterlocal Agreement executed or otherwi e joined by the Participants thereto>a copy of which is attached to this Resolution as E. hibit A and incorpo ·ated herein by reference.
S I CTION 2. Pursuant to Section 2.4 ofthe lnterlocal Agre ment, the Tl ousand Oaks Community Development Distl·ict hereby joins the ,!nter!ocal Agreem nt as a Participant and agrees to be bound by all of the tenns and provisions thereof. The Thousand Oaks Community Development Di trict further agtees lo file an e'xecuted copy of this Resolution with the Clerk of  urt in and for Palm Beach  aunty Florida.
ECTION 3. This Resoluti.oa shall take effect immediately upon it' filing with lhe Clerk of Court in and fot Palm Beach ounty, Florida.
PAS ED AND ADOPTED IN PUBLIC SE	ION of the Board of Supervisors of the Thou and
aks Community Developme11t District this -- day of 		2023.

ATTEST:

BY:		
N:lllltt Sign d	Jeffrey Jackson

I	hair

Nnmt Primed

'43•0127)	2

EXHIBIT "A''
FLCLASS INTERLOCAL AGREEMENT
MARCH 4,·2021

(23-0127]	3

EXHIBIT "B"
FLCLASS INTERLOCAL AGREEMENT MARCH 4, 2021
. '

Page 16

This instrument was prepared by or under the supervision of (and a er recording should be returned to);

Michael L. Watkins, Esq.
Greenberg Traurig, P.A. 4
50 South Orange Avenue, Suite 650
Orlando, Florida 32801

terloca	A	ee	en

of the Intergovernmental Investment Pool known as Florida Cooperative Liquid Assets Securities System (FLCLASS)

DATED AS OF MARCH 4, 2021

by and among
the parties that have entered into this Interlocal Agreement

The intergovernmental investment pool established, created, and authorized by t is Interlocal Agreement is an authorized investment under Section 218.415, Florida Statutes, as an intergovernmental investment pool authorized pursuant to the Florida Interlocal Cooperation Act of 1969.

This Interlocal Agreement does not meet the definition of a qualified public depository as described in Chapter 280, Florida Statutes.

FL

Table of Con ents
ARTICLE I	DEFTNITIONS ......................................................,	7
ARTICLE II	PARTICIPANTS .....................................,...........................,	11
Authorized Representatives	1
Investments	11
2,3	Payments .............,•..................,,........,..•.........,,	11
Additional Participants A er Initial Executfon	12
Participant Right to Initiate a Vote to Require Board Action	13
Termination of Participation	13
Receipt of Statements and Reports; Requests	13
Responsibility for Authorized Representatives	14
ARTICLE III	BOARD ............,	14
Establishment of Board; Initial Board	14
General Powers .................,........................................................,	15
Investment and Management; The Investment Program	15
Title to Investments; Rights as Holders of Investment Property	16
Payment of Expenses	16
Power to Contract, Appoint, Retain, and Employ	15
Insurance .........................,	17
Borrowing and Indebtedness	17
Remedies	17
Information Statement	17
Contracting with Affiliates ............................................,....................,	17
Further Powers	18
Intellectual Property	18
No Liability ..............................................................................,	18
ARTICLE IV	TRUSTEES ............................. ,	18
Number and Qualification,	18
Term of Office	19
Appointment of Trustees	19
Resignation of Trustees	19

4:6
4.7
4.8
4.9
4,10
4.11
4.12
4.13
4,14
ARTICLE V
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8
5.9
ARTICLE VI

Removal and Vacancies .......,......... ,,..,.............................,	20
Meetings,....,.................,..,.....,,......,.....................,.,........  ,.,	20
Bylaws ....•..................,..................................,.•	21
Officers, ..........,.,.......,...,.....,...,,	21
Conflicts of Interest ..................,................................................,	21
Standard of Care ....................,,.....................................,,	21
Liability ............,....................,...,	21
Indemnification,.........,..,,,,....,.......................................  ,...,	22
Legal Title to Investment Property	23
Reliance on Experts	23
ADMINISTRATOR AND TRUST COUNSEL	23
Appointment; General Provisions	23
Duties of the Administrator	24
Duties of the Trust Counsel	24
Investment Activities and Powers	24
Monthly Statements .........,,.,....,...,.....,,.........................,,	, 25
Reports,... ,......................,,,....,...,..,......,.,......................._. ......,.....,	25
Daily Calculation of Program Value and Rate of Return	26
Administration of FLCLASS ...............................,,	26
Funds .........................................,...............,	27
THE CUSTODIAN .........,.........,................,.....,,.............................,	28

Qualifications.. ,....,...,..................,.............,............,.........,......................,	28
Successors	28
Prohibited Transactions	28
Appointment; Sub-Custodians	28
Powers ...............,............................... ,	29
Custodial Relationship; Custodian Records	31
ARTICLE VII	FLCLASS COSTS AND EXPENSES .....................,	31
Expenses ...............,..,............,..,....,,,..,,........,......,..,............,...........•	31
Payment of Expenses ..................................... ,.,	31
ARTICLE VIII  REPRESENTATIONS AND WARRANTIES	32
Representations and Warranties of Each Participant .................,	32

 l·l. J

ARTICLE IX
9,1
9.2
ARTICLE X
10.1
10.2
ARTICLE XI
11.1
11.2
11.3
11.4
11.5
11.6
11.7
11.8
11.9
11.10
11.1
11.12
EXHIBITS

COVENANTS ........•.....,,,	3·2
Source of Investments ...............................................,	32
Truth of Representations and Warranties	33
AMENDMENT AND TERMINATION	33
Amendment ........,..................... ,..,,,	33
Termination .................... ,,,,	33
MISCELLANEOUS .. ,	34
Governing Law	34
Severability .........,......,	35
Counterparts .......................,	35
No Assignment	35
Gender; Section Headings and Table of Contents	35
No Partnership .............................................................................. ,.,	35
Notice	36
Confidentiality .....................................,	36
Entire Agreement .....................,	36
Disputes	37
Writings ...................................... ,,	37
Effective Date ....,	37
l!!!li!•ioiill illlllllllOl•1••·········••ttltltltlt111,111,1!!■ioi■illlitl■l■tr1,r,,,!  ..••••••••••••••••••••	41

EXHIBIT A Investment Procedures	41
EXHIBIT B  Payment Procedures	42
EXHIBIT C Valuation Procedures	43
EXHIBIT  D    ..............., ......................................................................., ,.,	44
Model Resolution ..............,,	44
Instrument of Adoption	47

FLCLASS lnterlocal Agreement I	5

This AMENDED AND RESTATED INTERLOCAL AGRl!EMENT 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 arnong the Florida public agencles (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 Particip nts).
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 lts 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 corn mon and that each might exercise separately pu.rsuant 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 sha.11 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 suc:h 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 llquidity of funds, and the optimization of investment returns shall be secondary to the requirements for safety and liquidity;

WBEREAS, it is in the best interests of the Participants for each Particjpant to appoint
Authorized Representative to conduct certain tran actions hereunder; and

I•' ' .

WHEREAS, a Board shaH be created by this Interlocal Agreement in accordance with the law of the state of Florida as a eparate interlocal governmental entity and sball supervise the administration of FLCLA Sa  set forth in this Interlocal Agreement; and

WHEREAS, the Board created hereunder  hall be self-perpetuating;
NOW, THEREFORE, in. conside ·ation of the premises  and the repre entation ,
warranties, covenants) and agreements contained herein, each party hereto agrees as follow :

ARTICLE I

DEFINITIONS

In addition to the capitalized terms defined elsewhere in this Inter!ocal Agreement, the following terms shall have the following meanings.

"Account" or "Accounts'' shall have the meaning set Forth in Section 6.S(a) hereof.

"Administrator" means Public Trust Advisors, LLC1 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 Baard1 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 nterlocal Agreement.

"Board" means the board of the Trustees1 created by his 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 whlch 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.

"Bylaws11 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 c;ind 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 218A15, 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 furids established by the Investment Advisor pursuant to Section 5.9 hereof.

"Initial Trustees" shall have the meaning set forth in Section 3.l(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.

"Invsstment Funds"	means immediately	avallable 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

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
r spect 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.l{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 sharl not i11clude 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, unknown1 actual, contingent, or otherwise) incurred in connection with the Jnvestment 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 cou,nterparts 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 Inter.local Agreement I	9

FL

"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, board1 commission, instrumental.ity, 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 Polley.

"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.i(a) hereof) by the Administrator with the consent of the Board or its Designee.

FLCLASS Interlocal Agreement I	10

ARTICLE II

PARTICIPANTS

Authorized Regresentatiyes
Each Participant shall select an Authorized Representative to represent its interests and act on its behalf under this lnterlocal Agreement.

Investments

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.

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.

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 Admlnistrator 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 limltatfons on the aggregate amount of Investment Funds that any Participant may have invested at any one time with FLCLASS.

Pay:ments

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 I	11

 	

Fl,

period of time that Investment funds must be invested pursuant to th1s Interlocal Agreement prior to such payment.

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 Partidpant as provided In Exhibit B.

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.

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 rnvestment 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 Part:icipant1s 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 (l) or (il) 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 (ill) 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.

AdditionaJ Participants After Initial Execution

Any Person who meets he 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 I	12

Fl

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.

Particigant Right to Initiate a Vote to Reguire 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 questicms or consideration of such other matters as determined by such Participants. Within 90 days of recelpt 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.

Termination of Participation

Any Participant may withdraw from this rnterlocal 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.

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.

Receipt of Statements and  eports: Requests

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 I	13

I· I.

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 o such date.

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.

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

The management of FLCLASS shall be under the direction of th-e 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 tr1..1stees (the Initial Trustees) having terms ending the following date:

Cindy Valentine Sharan R. Bock Ken Burke

December 31, 2015
December 31, 2016
December 31, 2017

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 rv.

FLCLASS rnterlocal Agreement I	14

F

General Powers

FLCLASS is hereby established as a common law trust pursuant to this In"terlocal 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.

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 conductlng 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.

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 lnterlocal Agreement.

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 Prog,am

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 establfshed by the Board.
The general investment policy and objective of the Board shall be· to provide to the Participants the preservation of capita'! and liquidity while providing a competitive investment

FLCLASS Interlocal Agreement I	15

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yield by investing in Permitted Investments. The Soard shall appoint an Administrator, and the Board is directed to enter lnto the Administrator Agreement with the Administrator consistent wlth 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;_Rights as Holders of Investment ProQert'J'.
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 wfth such powers as the Board may determfne, 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 sarne 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.
5	Pa ment of Ex enses

The Board shall have full and complete power:
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;
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;
to reimburse others for payment of such expenses and taxes; and
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 thefr services as Trustees hereunder.
Power to Contract. Appoint, Retain. and Employ

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 rLCLASS, Subject to the limitatlons expressed in Section 3.11 of this Interlocal Agreement, the Board shall have full and i:::omplete power to, and shall at all times, appoint, employ, retain, or contract with any person of suitable qualifications (including

FLCLASS Interlocal Agreement I	16

any corporation, partnership, trust, or other entity of which one or more or them may be an
Affiliate) For the transaction of the affairs of the Board.
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.
Borrowing 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.
9	Remedies

Notwithstanding any provision in this Interlocal Agreement, when the Board deems that there is a significant risl< that an obliger 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.
Informatioo 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.
Contracting with Affiliates

To the extent permitted by law, the Board may enter into transactions with any Affiliate of the Administrator or the Cusfodlan if:
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
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 I	17

similar arrangements for comparable transactions with organizations unaffiliated with the person who Is a party to the transaction.
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.
IntellectuaLProgerty

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.
No Liability
No Trustee or officer of the Board shall be subject to any personal liability whatsoever to any person, in connection with the 1nvestment 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

Number and Qualification

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 I	18

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:

counties;
cities and towns;
school districts;
special districtSi
other public entities.

The Board shall be the sole judge of the appointment and qualification of its members.

Term of O 'fice

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 foilowfng 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 thlrd of all Trustees shall expire in any year.

Appointment of Trustees

The Board shall appoint Trustees at any regularly scheduled or special meeting by a majority vote of the Trustees preseht 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.

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 ta Section 4.5.

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 I	19

Removal and Vacancies

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 vacancy1 the Trustees remaining in office shall appoint another person as a replacement Trustee, In accordance wfth 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.

The Board may remove a Trustee in the event of the conviction of a felony or any other crime involving dishonesty. Suth 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 thfs Section.

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).

Meetings

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.

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.

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.

All meetings of the Board are subject to and must comply with Section 286.011, Florida Statutes, as amended.

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.

To the extent permitted by Section 286.011, Florida Statutes, ln the event all of the Trustees shall severally or collectively consent in writing to any action taken or to be taken

FLCLASS Interlocal Agreement I	20

by the Trust, such action is a valid action as though it had been authorized at a formal meeting.

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.

Bylaws

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.

Officers
The Board shall annually elect a Chairperson and other officers having the responsibilities and powers described in the Bylaws.

Conflicts of Interest
No Trustee shall vote an 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 abstain,ing from voting.

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 In erlocal Agreement.

Liability

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:

The Trustee breached or failed to perform his or her duties as a Trustee; and

FLCLASS Interlocal Agreement I	21

{b) The Trustee's breach of, or failure to perform, his or her duties constitutes:

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 exh1biting 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 shouId have been known, to be so great as to make it highly probable that harm would follow from such action or omission.

Indemnification

°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 ls 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 ta, 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.

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 I	22

.

'	1
. ( ._ - ·'

responsible for the payment or immediate reimbursement for all reasonable fees and expenses incurred in the defense of such claim or action.

Legal Title to Investment Propert_y

Title to all Investment Property shall be vested 1n the Trust on behalf of the Particlpants 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.

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, custodian1 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

Appointment: General Provisions
The Board ls responsible ror 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.
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 I	23

I

11,

Administrator Agreement, this Interlocal Agreement shall control.
In the event that, at any time, the position of Administrator shall become vacant for any reason, the Board may appoint1 employ, or contract with a successor.
The Administrator shall at no time have custody of or physical control over any of the Investment Property.
The Administrator may also serve as investment advisor to FLCLASS.
Duties of the Administrator

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.
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 th Administrator's acts and omissions as provided herein.
The Administrator understands that the monies delivered to the Custodian may only be invested pursuant to the Investment parameters contained in the Investment Policy.
Duties of the Trust Counsel

The duties of the Trust Counsel shall be:
To construe the terms and provisions of this Interlocal Agreement and advise the Board with respect to its powers and duties thereunder;
Review and approve the ordinances and joinder agreements of units of local government desiring to become Participants;
Attend all meetings of the Board and provide legal advice and consultation as requested; and
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 lnterlocal Agreement.
Iovestment Activities and Powers

The Administrator shall perform the following services:

advise the Board on any material changes In investment strategies based upon current market conditions;

FLCLASS Interlocal Agreement I	24

I I.

enter into securities transactions vyith 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 industryi

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;

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 ln the Investment Policy;

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 laWSi

issue instructions to the Custodian as provided in this Interlocal Agreement; and

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), investm nt 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.

Monthly Statements

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.

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.

Re.ports

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 rnterlocal Agreement I	25

.	-  .

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 flied with the Participants within ninety (90) days after the close of the period covered thereby.

Daily Calculation of Program Value and Rate of Return

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 C1 hereto.

Upon performing the valuation specified in Sectfon 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.

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.

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.

The Administrator shall calculate daily the rate of return earned on the Investment Property held in each Account.

AdministraJ:jon of  FLCLASS

The Administrator shall perform the following administrative functions on behalf of the Board in connection with the implementation of this Interlocal Agreement:

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 I	26

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 subdivldes 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;

assist in the organization of Meetings of the Board including preparation and distribution of the notices and agendas therefore;

respond to all inquiries and other co111munications 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 offic:er and coordinating such officer's response thereto;

pay all Investment Property Liabilities in accordance with this Interlocal Agreement fro111 any income, profits, and gains from the Investment Property (but not from the principal amount thereof); and

engage in marketing activities to encourage eligible Florida public sector entities to become Participants.

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 contrary1 the Investment Advisor may, upon the direction of the Board, cause the Custodian to establish specjally 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 paymehts, 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 establlshment of such Funds shall not be deemed an amendment of this lnterlocal 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 I	27

and reports separate from any other Fund. The Investment Advisor shall cause to be maintained a separate ratlng on each such Fund. All provisions of this Interlocal Agreement shall apply to any such Funds.

ARTICLE VI

THE CUSTODIAN

Qualifications

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 28Q, 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; lf 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.

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.

Prohibited Transactions

With respect to transactions lnvolving Investment Property, the Custodian shalt.act strictly as agent for the Trust. The Board shall not purchase Permltted Investments from the Custodian or sell Permitted Investments to the Custodian.

Appointment: Sub-Custodians

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 I	28

Interests of the Participants in the Investment Property is not diminished or adversely affected because of the Custodian's use of a sub-custodian.

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.

Powers

The Custodian shall perform the following services:

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 Sectibn 2.2 hereof, and the income or earnings derived therefrom.

hold the Investment Property:

in its vaults physically segregated and held separate and apart from other property of the Custodian;

in its account at Depository Trust Company or other depository or clearing corporation; or

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.

notify the Administrator, in writing or verbally With written, email, or facsimile confirmation, of any elective action involving the Investment Property.

upon instruction of the Administrator, the Custodian shall

FLCLASS Interlocal Agreement I	2.9

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;

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;

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;

make any payments incidental to or in connection with this Section 6.5;

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;

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

exercise all other rights and powers and to take any action in carrying out the purposes of this Interlocal Agreement.

I I

Custodial Relationsblp: Custodian Records

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 ln the Investment Property to the extent of such Participant's balance.

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 ln 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

.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 Custodia.n'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.

Pa ment of Expenses

The Board shall have full and complete power:

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 Indenturei

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

Representations aQd Warranties of Each Participant

Each Participant hereby represents and warrants that:

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

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

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

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 F.lorida and any charter, instrument1 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 Particlpant to be done prior to such lnvestment.

FL 
Truth of Regresentations 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

Amendment
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 wrltlng and agreed to by the affected party.

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.

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_.

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 alter notice thereof is mailed to the Participants, Administrator, and Custodian setting forth such amendment.

Termination

This lnterlocal 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.

Upon the termination of this lnterlocal Agreement pursuant to this Section 10.2:

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;

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 Tnterlocal 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

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.

Upon terminatiqn of this Interlocal Agreement and distribution tq the Participants as herein provided, the Board shall direct the Administrator to execute and lodge among the records maintained in connection With this lnterlocal 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

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,

Severability

Fl.C

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 provided1 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.

CounterRa,rts
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.

No Assignment

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 Admin[strator Agreement.

Gender; Section Headings and Table of Contents
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.

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.

No Partnership

Other than the creation by the Participants of an interlocal cooperatioh 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 partnershfp or any other joint venture or association.

Notice

Unless oral notice is otherwise allowed in this Interlocal Agreement, all notices required to be sent under this Interlocal Agreement:

shall be In writing;

shall be deemed to be sufficient if glven by (i) depositing the same in the United States mall 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 (lii) 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;

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

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.

Confidentiality

All information and recommendations furnished by the Administrator to any Participants or the Board that is marked confidential and all ihformation 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 1n 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 Act1 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.

Entire Agreement

This lnterlocal 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.

Disputes

In the event of any dispute between the p rties, 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.

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.

Effective Date

This Interlacal Agreement shall become effective on the effective date.

FLCLASS Inter-local Agreement I	37

SIGNA URE PAGE FOR INTERLOCAL AGREEMENT
IN WITNESS WHEREOF, the parties have caused this Interlocal Agreement to be executed in their names and on their behalf as of the date first written above.

PINELLAS	COUNTY	CLERK	OF	THE CIRCUIT COURT AND COMPTROLLER, as
Participant

By:

	;;,-,,.	
Ken Burke
Pinellas County Clerk of the Circuit Court and omptroller

TATE OF  LORIDA
COUNTY OF PINEL AS

The foregoing instrument was acknowledged before me by means of [ fj)!Jysical presence or [ ] online notarization this 2,\ day of t \	1 2021, by Ken Burke, Pinellas Cow1ty C1erk of the Circuit Court and Comptroller.  He is personally !mown to me or produced

----- --

as identification.

Notary Public

My Commission Expires-: --'""_"'_._\_\  .I_L_C_ _,\		_

SIGNATURE PAGE FOR INTERLOCAL AGREEMENT
IN WITNESS WHEREOF, the parties have caused this Interlocal Agreement to be executed in their names and on their behalf as of the date first written ab·ove.

ORANGE COUNTY TAX COLLECTOR, as

Participant

By:-L.. ::.;....:.: ---L.-- 	;;_,..::..,_=-- 1"'"--
Scott Randolph
Orange County Tax Collector

STAT	OF FLORIDA
OUNTY OF ORANG

T.he foreg?i11 instr 1ment "fl)!!. acknowledged before me by means of [] physical presence or [] onlme 11otanzat1011 tlus :'80 ·	day of	Marc..A	2021, by Scott Randolph, Orange

Notary Public

County Tax Collector.	Ie is personally known to me or produced 	 as identification.

My Commission Expires: 		7_.,..../.._. 0_..._ =----,:;,,. /		_
ARACELIS MORALES
Notary Pub\ic1 State ot Florldll.
MY commission oxpltes J tly 10, 2021 Comm, No, GG12014l

EXHIBITS

EXHIBIT A

Investment Procedures

The Participant shall provide a recorded call or send a written notice to the Administrator indicating the amount to be invested (there is no minimum investment). The Participant shall instruct its bank depository to wire or electronically transfer Investment Funds to the applicable Account at the custodian for the purchase of investments to be held by the Custodian in such Account.

Receipt of the notice described in (1) by the Administrator as set forth in the Information Statement.

If Investment Funds for which notification of investment has been given are not received by the end of the business day on which such notification is given, the Administrator shall deduct the value of such Investment Funds from the Participant's balance if previously credited.

The Participant is prohibited from requesting payments from amounts credited to its balance pursuant to (2) or (3) above until such Investment Funds are received by the custodian for the purchase of securities to be held by the Custodian.

These Investment Procedures may be amended from time-to-time pursuant to Section 10.l(d) of this Interlocal Agreement provided; however, the Administrator will only change the times set forth above a er consulting with the Custodian.

FLCLASS Interlocal Agreement I	41

EXHIBIT B

Payment Procedures
1, The Participant shall provide a recorded call or send a written notice to the Administrator indicating the amount requested to be paid and shall specify from which Account the payment is to be made.

The Participant. shall notify the Administrator in writing of the payee of the amount requested, which may be the Participant, and include any wire, electronic transfer, or other payment instructions. Such payee must be listed .on the list of approved payees that has been provided by the Participant to the Admlnistrator in advance of the payment.

Requests for payments must be received by the Administrator as set forth in the Information Statement.

The Participant may only request payments of that portion of its balance that represents Investment Funds and its proportional share of the income From the Investment Property that, in all cases, has actually been received by the Custodian.

These Payment Procedures may be amended from time-to-time pursuant to Section
10. i(d) of this Interlocal Agreement provided, however, that the Administrator will only change the times set forth above a er consulting with the Custodian.

	-	

EXHIBIT C

Valuation Procedures

Portfolio Valuation

At least daily, the Investment Property Value shall be determined on a mark to market basis as follows:

The Administrator shall determine the market value of the specific investment holdings for the FLCLASS portfolio. The market values shall be obtained from one or more sources that the Administrator believes to be reliable for providing such information. A credible pricing source will be used by the Administrator to price the underlying securities on a dally basis.

Alternatively, the Investment Property Value may be determined using the amortized cost valuation method. The amortized cost valuation method involves initially valuing a security at its cost and thereafter accreting to maturity any discount or amortizing to maturity any premium, regardless of the impact of fluctuating interest rates on the market value of the
instrument.

Amendment

These Valuation Procedures may be amended from time to time pursuant to Section 10.l(d) of this Interlocal Agreement.

I I.

EXHIBIT D

Model Resolution

RESOLUTION NO. 	

A RESOLUTION OF THE (GOVERNING BODY] OF THE [UNIT OF LOCAL GOVERNMENT] APPROVING THE ENTRANCE INTO AN INTERLOCAL AGREEMENT WITH OTHER GOVERNMENTAL PARTICIPANTS FOR iHE PURPOSE OF EXERCISING INVESTMENT POWER JOINTLY TO INVEST FUNDS IN CONCERT WITH OTHER PARTICIPANTS; PROVIDING FOR AN EFFECT[VE DATE.

WHEREAS, the [Unit of Local Government] 1s permitted and has the power pursuant to the provislons 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 d1strict, single and multipurpose special district, single and multi-purpose public authority, metropolitan or consolidated government, a separate leg13I 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, prlvilege, or author1ty which such Entities share in common and which each might exercise separately; and

WHEREAS, the Florida lnterlocal Cooperation Act authorizes the [Unit of Local Government], together with other local governmental entities, to exercise jointly any power, privilege, or authority that the local governmental entities share in common and that 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 the Orange County Tax Collector, as initial Participants (as such term is defined ln the Interlocal Agreement described below), entered into that certain Interlocal Agreement, a copy of Which is attached hereto as Exhibit A (the Interloca! Agreement), the purpose of which is to provide the [Unit of Local Government] and each Participant who has executed or otherwise joined the Interlocal Agreement, a substantial benefit by establishing the Intergovernmental investment pool to be known as the Florida Cooperative Llquid Assets Securities System (FLCLASS), an intergovernmental investment pool as described in Section 218.415, Florida Statutes, as amended, in order to exercise such

1'1,1,

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 ln order to take advantage of economies of scale and perform governmental functions more efficiently; and
WHEREAS, the [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 econorn1es 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;

NOW, THEREFORE, BE IT RESOLVED by the [Governing Body] o·f the [Unit of Local Government] as follows:

SECTION 1. The Interlocal Agreement executed or otherwise joined by the Participants thereto1 a copy of which is attached to this Resolution as Exhibit A and incorporated herein by reference.

SECTION 2. Pursuant to Section 2.4 of the Interlocal Agreement, the [Unit of Local Government] hereby joins the Interlocal Agreement as a Participant and agrees to be bound by all of the terms and provisions thereof. The [Unit of Local Government] further agrees to

file an executed copy of this Resolution with the Clerk of Court of 	 Florida.

County,

SECTION :3. This Resolution shall take effect immediately upon its filing with the Clerk of Court of 	 County, Florida.

 	·--•---	
PASSED AND ADOPTED IN PUBLIC SESSION of the 	of the

	 this 	

day of 	

,20_

By:		

Name: -,
Its:			 Attest: 		
	,[A sistant] Secretary

Instrument of Adoption

of that certain Interlocal Agreement for the
Florida Cooperative Liquid Assets Securities System (FLCLASS)

Fl1 J

This Instrument of Adoption (this Instrument) is executed as of the 		day of
	 20	 , by and on behalf of 	 _
Reference is made to that certain Amended and Restated Interlocal Agreement for the Florida Cooperative Liquid Assets Securities System, dated as of March 4, 2021, made by and among certain Initial Participants (as defined therein) and such additional Participants who may have heretofore and may hereafter join therein and as may have been and may be modified or amended as provided therein (the Interlocal Agreement). Capitalized terms not defined in this Instrument shall have the meanings given in the Interlocal Agreement.

By executing this Instrument, the undersigned represents and warrants that (a) the undersigned is a unit of local government as defined in the Interlocal Agreement; (b) the person executing this Instrument on behalf of the undersigned is an officer of the unit of local government authorized to execute this Instrument; (c) the undersigned has taken all required action to qualify as a Participant under the Interlocal Agreement and (d) the undersigned is authorized to invest in FLCLASS pursuant to Section 163.01(17)(a), Florida Statutes with or without an adopted a written investment policy.

By executing this Instrument, the undersigned agrees that it will be bound by all terms and conditions of the Interlocal Agreement, as amended from time-to time.

F T 
INSTRUM NT OF AD P IO
of that certain Interlocal Agreement for the
Florida Cooperative Liquid As ets Securitie System ( L LASS)

WITNE S WHE	OF, the under igned has executed this Instniment as of the day first above written.

[NAME OF	N ITY]
By:		

ame:

Title:		

TAT	OF FLO	A
OUNTYOF 	

The foregoing instrument was acknowledged before me by mean of [ ] physical pres nc
or [] online notarization this·	day of 	,20_, by 	 _
	,	 , [I e/She] is pers011ally known to me/or produced
	 a identification.

Public Notary: 	 _
My Commission Expires: 	 _

F J ,i	,

Contact Information

201 E. Pine Street, Suite 750
Orlando, FL 32801
Phone: (844) 220-7600
Fax: (844) 220-7900
cl1entserv1ces@fldass.com
www.flclas .c;..om

EXHIBIT "C"
FLCLASS "TRUST REGISTRATION" (ENROLLMENT FORMS) ·

 L

Thank you for choosing FLCLASS!

We believe you have made a sound financial decision in choosing Florida Cooperative Liquid Assets Securities System (FLCLASS). We look forward to being your trusted partner to your organization and its investment management goals and are excited to connect with you to make your Investment process a positive, easy experlence.

This packet contains all the materials necessary to set up your FLCLASS account(s). If you have any questions about the registration process or about your FLCLASS account(s), please do not hesitate to contact us. The FLCLASS Client Service Team can be reached any business day from 8:00 a.m. to 5:00 p.m. ET by phone at (844) 220-7600 or by email at  I en serv ces  le   com.

201 E. Pine Street, Suite 750
Orlando, Florida 32801

T (844) 220-7600
F (844) 220-7900
Page 1

201 E, Pine Street, Suite 750

T (844) 220-7600

c lentservi

L

ssets Securities Syst m

egi	ion P	d

To participate In FLCLASS, please complete the following:

Review the Interlocal Agreement (accessible on w.c.:om).

Complete and sign Model Resolution Document authorizing participation in FLCLASS (pages 3/4).

Complete the Entity Registration (page 5).

Complete the Authorized Contacts Form (pages 6/7).

complete the FLCLASS Accounts to be Established form; you may open as many accounts as you
wish (page 8).

Should you be Interested in participating in FLCLASS Enhanced Cash, complete the FLCLASS Enhanced Cash Participant Acknowledgement Form (page 9) and the FLCLASS Enhanced Cash Accounts to be Established Formi you may open as many accounts as you wish (page 10).
Keep the original forms for your records and send the completed packet to the FLCLASS Client Service Team by fax (844) 220-7900 or by email clientservjces@flclass.com.

Questions? Please contact us; we would love to hear from you.

FLCLASS Client Service Team T (844) 220-7600

lo Id

RESOLUTION NO.  

A RESOL.UTION OF THE 		[GOVERNING BODY) OF THE 	 _
[UNIT OF LOCAL GOVERNMENT] APPROViNG THE ENTRANCE INTO AN INTcRLOCAL AGREEMENT WITH OTHER GOVERNMENTAL PARTICIPANTS FOR THE PURPOSE OF EXERCISING INVESTMENi POWER JOINTLY TO INVEST FUNDS IN CONCERT WITH OTHER PARTICIPANTS; PROVIDING FOR AN EFFECTIVE DATE.

WHEREAS, the 	

[Unit of Local Government] Is permitted and has the power

pursuant to the provlsiohs of the Florida Statutes, including but not llmfted to Section 218.415 of the Florida Statutes, and Its own local laws to invest certain of fts 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

WH REAS, 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 distrlct, single and multi-purpose public authority, metropolitan or consolidated government, a separate legal entity or admtntstrative
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
!'luthority which such Entitles share in common and which each might exercise separately; and

WHEREAS, the Florida Interlocal Cooperation Act authorizes the 		[Unit of Local
Government], together with other local governmental entitles, to exercise jointly any power, privilege or authority which the local governmental entlties share In common and which each might exercise separately pursuant to a written interlocal agreement; and

WHEREAS, Palm Bea.ch 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 lnterlocal Agreement, a copy of which is attached hereto as Exhibit A (the Interlocal
Agreement), the purpose of which is to provide the 	  [Unit of Local Governrnent] and each
Partlclpcmt which has executed or otherwise joined the Interlocal Agreement, a substantial benefit by establishing the intergovernmental Investment pool to be known as the Flotida Cooperative L.iquld Assets Securities System (F'LCLASS), which is an irrtergovernrnental 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

201 E. Pine Street, Suite 750

T (844) 220-7600

WHEREAS, the ------ - [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;

NOW, THEREFORE, BE IT RESOLVED by the 	
	 [Unit of Local Government] as follows:

[Governing  Body]  of the

SECTION 1. The Interlocal Agreement executed or otherwise joined by the Participants thereto, a copy of which Is attached to this Resolution as Exhjbit A and Incorporated herein by reference.

SECTION 2. Pursuant to Section 2.4 of the Interlocal Agreement, the 	 [Unit of Local Government] hereby joins the Interlocal Agreement as a Participant and agrees to be bound by all of the terms and provisions thereof. The 	 [Unit of Local Government] further agrees to file 1:1n executed copy of this Resolution with the Clerk of Court of 		 County, Florida.

SECTION 3.  This Resolution shall take effect Immediately upon Its ffllng with the Clerk of Court of
	 County, Florida.

PASSED AND ADOPTED IN PUBLIC SESSION of the------	of the-	this
	 day of_	' 20_.

By;	

Nam_e: 	

Its:	

Attest:

	 _,(Assistant] Secretary

201 E. Pine Street, Suite 750
Orlando, Florida 32801

T (844) 220-7600
F (844) 220-7900

Flori

Entity Information
Local Government Name (Participant) 	
Entity Type;	D City{Town	D County	D School District	D Special District
D Other (Specify) 	_

Malling Address

City ------------- Zip  	 County 	 _

Physical Address (if different than above) City	

_

Zlp 	 County	

Tax ID------------

Fiscal Year End Date (Month/Day) 	

FLCLASS is hereby authorized to honor any telephone, faxed, or electronic request believed to be authentic for withdrawal of funds. The withdrawal proceeds can be sent only to the bank(s) Indicated below unless chan9ed by written instn.ictions. Each local government is responsible For notifying FLCLASS of any changes to Its account.

Wires will be distributed every hour with the final distribution ending at 3:00 p.m. ET; distribution times are subject to change as needed by the FLCLASS Administrator.

Banking Inform411tion
Bank Name 	 _

Bank Routing Number (ABA) 	 _

Account Title--------- ---- Bank Contact 	 _

Account Number 	 _

Contact's Phone Number 	 _

D Wire	0	ACH	0	Both

Additional Banking Information (Optional)
Bank Name 	

Account Title--- ----------

Bank Routing Number (ASA) 	_ Account Number--------------

Bank Contact

D Wire

0	ACH

0	Both

Contact's Phone Number	_

201 E. Pine Street, Suite 750
Orlando, Florida 32801

T (844) 220-7600
f (844) 220-7900

clientservices@flclass.com
www.flclass.com

floti

-	-
Authorized Signers Can:

---- ---

. - ...

Approve changes to the Investor Profile Update banking/contact Information Transfer funds
Receive account updates

Receive account updates
Request ''view-only" access to monthly statements and
transaction confirmations

Key Contact and Authorized Signer

Print First and Last Name	Title

Signature Required	Phone

Email	Fax

Email Notifications (notice of report avallablllty In the onlln port;.il)
D Monthly Statements
D Transaction Confirmations

Additional Contact (Optional)

Print First and Last Name	Title

(Signature Required If Authorized Signer)	Phone

Email	Fax

Permissions (check only one)
D Authorized Signer to Move Funds*
D Read-Only Access

Email Notifications (notice of report avallab!llty In the onllne portal)
D Monthly Statements
D Transaction Confirmations

Additional Contact (Optional)

Print First and Last Name	Title

*(Signature Re  ulred If Authorized Signer	Phone

Email	Fax

Permissions (check only one)
0 Authorized Signer to Move Funds*
D Read-Only Access

Emall Notifications (notice of report a111.1ilabllity ln the onllne portal)
D Monthly Statements
D Transaction Confirmations

201 E. Pine Street, Suite 750
Orlando, Florida 32801

T (844) 220-7600
F (844) 220-7900

cllentservlces@flclass.com
www.flclass.com

 (	n .

Additional Contact (Optional)

Print First and Last Name	Title

(Sl ature Required If Authorized Slg_ner	Phone

Email	Fax

Permissions (check only one)
D Authorized Signer to Move Funds*
0 Read-Only Access

Additional Contact (Optional)

Email Notifications (notice of report (lvailablllty In the onlrne portal)
0 Monthly statements
D Transactron Confirmations

 	
Print First and Last Name	Title

*(Signature Required if Authorized Signer)	Phone

Email	Fax

Permissions (check only one)
D Authorized Signer to Move Funds*
D Read-Only Access

Email Notifications (notice of report avallablllty In the onllne portal)
OMonthly Statements
□Transaction Confirmations

Addltlonal Contact (Optional)

Print First and Last Name	Title

*(Signature Required If Authorized Signer)

Email

Permissions (check only one)
D Authorized Signer to Move Funds*
0 Read-Only Access

Phone Fax
Email Notifications (notice oF report avallablllt-y In the onllne portal)
DMonthly statements
□Transaction Confirmations

201 E. Pine Street, Suite 750
Orlando, Florida 32801

T (844) 220-7600
F (844) 220-7900

clientservlces@flclass.com
www.fldass.com

ts Securities System

FLCLA	be	bhshe

Name of Public Local Government: 	 _

Desired Suba count Name(s)*:
(To be completed by Participant)

*Name must be limited to 40 characters.

Once your FLCLASS account has been established, you will receive a confirmation email with your login credentials from no-reply@flclass.com. If you do not receive your login credentials within 48 business hours of submission, please first check your junk or spam folder before calling the FLCLASS Client Service team.

201 E. Pine Street, Suite 750
Orlando, Florida 32801

T {844) 220 7600
F (844) 220-7900
Page 8

'1.1!:.ut erv·	ss.com
.ll.ll..!.!.!.J	c_QD)

Sys em

Florid

F	L	S	En	C  d	h	ici	nt	nor
Partic pa	atio
Entity Name (Participant) 	

Partlclpan	ckno  ledgemen
The undersigned Authorized Signer for the Participant hereby acknowledges the Following:

The Participant has received and reviewed the FLCLASS Enhanced Cash Information Statement.

All Enhanced Cash investments are made in accordance with the FLCLASS Enhanced Cash Investment Policy.
FLCLASS Enhanced Cash is designed to complement the daily liquidity of the FLCLASS fund by gaining exposure to a diversified portfolio of high-quality securities.
The general objective of FLCLASS Enhanced Cash is to generate a higher level of income than provided
by a traditional stable NAV LGIP while seeklng to protect Participant capital.
FLCLASS Enhanced Cash will be managed to approximate a $10.00 transactional share price and will
calculate and publish a fair value NAV on a daily basis.
Withdrawals are available five business days a er the request is made. With FLCLASS Enhanced Cash, investments continue to accrue interest during the five-day redemption period. Due to the design of FLCLASS Enhanced Cash, early wittu:lrawals are not permissible.
Withdrawals can only be initiated in the Participant Portal.

Any Authorized Signer has full power and authority to make investments for the above Participant.

u t	ri

Signature	Date

Prln ed Name	Title

lnvolyttc::..

c rl			
omlfll		1s; ef	\d	

The 1r,w,l1Ml\l ,1dv1°or rr'>vlclln9 ll es services Is Puhl< 1r1, • Advisor , 11 c (J>ut:l\c Trust), an lnvestrnenl ddYlsN reQlsleird '11111lh  • SE( 1111de1 1hr 11,v ,tm,·11l MvlsP.rr, /\r.t pf

191\0, .is  mended. Re ti.lt-illlM  w•llt 111 Sf  does not tmrly a

aln l Yd 111kill orll'<ltnlng AddlL11111dlly, lhi rcglslrutlUII J>troYltll•

110 g1, 1ilnlm, or 1-elurn llr proteLtl011 a(lah1SI

i1Jr.onor11Tc1
sllalll!JY

lo sL MRny rnclors alfncl p0rfmrnunc1 In•lrntlng chrmgo m 111.11 01c	o1

1111•, l rot i•J ,nil ,n r Pll'Of\li.i:'! lo oltwr

1mU11c11L 111 11/Hllll Ml th--V1iloprri1 n1'i, ln11csln,c11t

t 1'*

lnclu<llng lh pMslbfe lijss, r 11I11rrp I. Nr, ;, _ur.,nc,• ,. 11 b  11lve11 \h,,t th.-. pPrfom1o1nro abJ ctlvct. cl., nlvcn
(uluI·c1I'  ull • Al'IV iln d I nrJ/nr lnuestment rh,c;lblon muv lnc,Ir lo 1c .

WIii b

dtll!'Vlld, rn  t r,•rtorMPnce Is no guarnntci, of

201E. Pine Street, Suite 750 Orlando, Florida 32801

T (844) 220 7600
F (844) 220-7900
Page 9

or.., _,vices@Oclas .com
"!n!..flclass.com

FLC	nh nc d

Entity Name=
FLCLAS	· ·	ccaunts
Desired	*:
(To be completed by Participant)

u	t	be	Ii

FLCLASS Enhanced Cash ls designed to complement the daily liquidity offered by the FLCLASS portfolio.

The FLCLASS Enhanced Cash investment objectives In order of priority are safety, liquidity, and return. The FLCLASS Enhanced Cash portfolio is structured to provide Florida local governments with an Investment vehicle to Invest monies not needed for daily liquidity.

If you have questions about which of your local government's funds are appropriate for the FLCLASS Enhanced Cash portfolio, please contact your FLCLASS representative or email Jnfo@(lc. s.com.

*Name must be limited to 40 characters.

Once your FLCLASS account has been established, you will receive a confirmation email with your login credentials from no..=r:gQJ.y@flclass.com. If you do not receive your login credentials within 48 business hours of submission, please first check your junk or spam folder before calling the FLCLASS Client Service team.

201 E. Pine Street, Suite 750 Orlando, orlda32801

T (844) 220-7600
F (844) 220-7900
Page 10

clientservices@flclass.com
www.flclass.com

EXHIBIT ''D"
FLCLASS POWERPOINT PRESENTATION
JANUARY 9, 2023

Investing for Florida Governmental Entities

January 9, 2023

Page 76

Purpose
The purpose of FLCLASS is to provide Florida governmental entities with a convenient, short­ term investment opportunity carefully selected to optimize interest earnings while maximizing safety and liqu'idity.

FLCLASS was created by
and for Florida governmental
entities.

Structure

FLCLASS is an intergovernmental investment pool authorized under Section 218.415, Florida Statutes and was created via an interlocall agreement by and among state publ'ic agencies as described in Section 163..01,	Florida Statutes.

FL :I	,

FLCLASS 2022 ©	Please refer to the disdosure slide for more infom1ation.	2.
Page 77

lirected by Your Peers

=LCLASS is supervised by a Board of Trustees
:omprised  of  eligib'lle  Participants  of  the
:,rogram.  The  Board  acts  as  the  liaison
,etween the Participants, the Custodian, and he Program Administrator. The Board 1dministers the affairs of FLCLASS, entering 1to contracts and agreements on behalf of he progra'm..
FLCLASS Participant Breakdown by Type*

Fle ,

L

Ken Burke, Chairman

Clerk of Court & Comptroller Pinellas County

Louis Boglioli, II

Financial Services Director City of Stuart

Jim Cooke
City Treasurer/Clerk
City of Tallahassee

-	Cindy Valentine, CGFO, CFCA

Other
14.79%

Special District 15.49%..,

School_
5.63%

;ource: Public Trust Advisors. *As of November 30, 202.2.

County
_24..65%

Municipality
39.44%

Assistant Tax Collector Orange County Tax CoHector

Dario Guerra
Exe,cutive Director, Treasury Miami-Dade County Schools

Karen Rushing
Clerk of the Circuit Co1.11rt &
Comptroller

:hart ma,y not equal 100% due to rounding. Please refer to the disclosure slide of this presentation for
,ore information.

Sarasota County
Page 78

 	

iample Stable NAV
>ortfolio Composition

>ast performance is no guarantee of fwt1:1re results. Any financial and/or nvestment decision 1may incur losses.

;ource: Public Trust Advisors. *As of December 30, 2022.
'lease refer to U1e disclosure slide of this oresentation for more information.	Page 79

>erformance	FLCL	,

:)ur primary goal is to safe,guard the public's funds through rigorous
:redit analysis .and exposure
anagement processes while Jptimizing interest earnings within the given investment par,ameters.

Preservation of P'rincipa.l
r., , !i i1il:t-;1<:l I
By S&P Global Ratin,gs

- -- 

Dec. Nov. Oct.
Se!p.	2022

2022

2022
2022

2022	FLCLASS Daily Y
4.5071%	_I
4.0354%	I
3.3101%	I
2.9962%	I	ields as 

Jun. May Apr.
Mar.	of Month-End

2022	1..4029%

2022	0.8586%

2022	0.5079%
2022	0.4!634%	
Aug.	2022	2.2570%	I	Feb.	2022	0.1243%	
Jul.,	2022	1.9557%	I	
Jlan..	2022	0.0951%	

Annualized Performance as of September 30, 2022
Inception Date	_ _J_I_ _ _  _   0710,11201s
1 Year	0.7855%
-	
3 Years	0.7006%
-  J..
5 Years	1.2875%
- 	-  -	' - -
10 Years	N/A

Since Inception	1.1042%

>Urce: Publi;c Trust Advisors. Please refer to the disclosures de at the end of this p•resentation for aidditional
formation. P.ast performance is no guarantee of future
!Suits. Any financial and/or''investment decision may
cur losses.

Benchmark: ICE BofA US 3 Month Treasury Index

1 Year		0.6174%	
3 Yea1rs		0.5949%	
5 Years
10 Years		1.1493%
Q.,6833%	

Page 80

:ompetitive Return

..

C	5.00%
'-

:I

FLCLASS 2022 Yields

i•!Atf.J.t-t•-=  ··

GJ	4.00%
3.00%

2.00%

1..00%

0.00%
Jan-22	Mar-22	May-22	Ju'l-22	Sep-22	Nov-22	Jan-2:	
FLCLASS	Assets						

$7

$6

$5

$2.97b

C

In	$4

---0	$3

-D	$2
$1	$190m
$0
'2015

$1.6	 b
2016	2017	2018	2019	2020	2021	2022

,

ource: Public Trust Advisors. Data unaud[ted. Month-end assets are as of December 31 .. Performance results are shown net of all fees and expenses and r,eflect the. reinvestment of interest and other earnings. Man 1ctors affect performance including changes in market conditions and interest rates and in response to other economic, political, or financial developments. Investment involves risk lncluding the poiSSible loss or principa
a assurance can be given that the performance objectives of a, given strategy will be achieved. P·ast.performance is no guarantee of fu,ture resulits. Any financial! and/or investment decision may inCIJ
,sses. Please refer to the disdo-sures slide for more information. Asset growth is primarily the result of capital inflows, and to a lesser degr,ee, other factors such as the reinvestment of dividends and returns.

FL	FLCLASS 2022 ©

6
Page 81

 	

-

Why  FLCLASS?

The Benefits of Becoming a Participant

Page 82

enefits of Becoming a Participant	FLCT-;, 

FLCLASS has no affiliations or revenue sharing arrangements to outside organizations.

Competitive daily y'ie'lds
Interest compounds and pays da:ily

t::t-r:ITTt,Hhli	3•i24i

Deposits by wire or AC

Same-day liquidity (3:,00 p.m. ET cut-off)
Professional!ly  managed  portfolio

Secure online access fa transactions and accou
statements

Audited annually by an

Effortless distributions to other publ1ic entiti;es
Direct deposit of state payments

·independent audit firm

Dedicated Client Servic representatives

*External audits ma,y not catcl"Ia:I11instances of accounting enrors and do not provide an abso,lut,eguara,ntee offaccuracy. Please refer to the disclosures slide for more information.

Page 83

 	 

nline Portal Benefits

1e Participant Porta'II is a secure, online transaction system that allows Florida governmental 1tities to conveniently manage their investments and access reporting.
ey Features:

:I)

Participant-to-Participant Transfers

Initiate  transfers	to	other  taxing  entities  with a  FLCLASS
account directly through the online portal...

Unlimited Subac•counts
Set up as many dedicated subaccounts for your convenience for things like payroll or ad valorems.

Future Dated Transactio:n!s
Entering	future	dated transactions	ensures timelly	release,	 even if you are out of the offic:e.

Please refer to the disdosure.s slide for more information.

FL  .,,		FLCLASS 2022 ©	9
Page 84

,dditional Features

No Fees, No Minimum Balance*

The convenience of a checking account without the fees or minimum balance requirements.

n1imited Transactions

No Um1it on transactions and no tra nsacti;on fees* fro'm FLCLASS.

Dual Authorization

Allows your entity to require the approval of two authorized individua11s for onHne transactions.

"You may incur fees associated with wires and/or ACH transactions by your bank, but there will be no fees charged from FLCLASS for such transactions. Please refer to the disclosures slide for more information.

FL:L	,

FLCLASS 2022 ©

10
Page 85

 	

our Resources

)ur team is available online, via em1ail, and over the Jhone to help with any questions you may have. For xample, we can help with:
0 Rate information
-	New accounts
8 Adding subaccounts

e Changes to existing accounts
FLCLASS Client Service Hours of Operation Monday - Friday 8:00 a.m" - 5: 00 p.m. ET Daily Cut-Off Time for Transactions:
3:00 p.m. ET

@ (844) 220-7600
@ www.ftcla55. com/client-servic,e_s

®

@) clien tservices@fklass.com 201 E. Pine Street, Ste 750
Orlando, FL 32801

Please refer to Ile disclosures slide for more infornnation.

_;: ,

FL

FLCLASS 2022 ©	11
Page 86

 	

low to Join

:nro!llling in FLCLASS is simple. Visit www.flclass.com/document-center to download the nrollment documentation needed.

  Step One
Complete the appropriate Participant Regi'istration Packet for your entity.
By Instrument of Adoption
-OR-
By Resolution

,	Step Two
1Ensure that you have completed the Authorized Contacts and Accounts to be Established Forms. Once your registration packet is complete, please send to the FLCLASS Client Service team by email1at clientservices@flclass.com or via fax (844) 220-7900 (remember to ke,ep your original forms for your records).

Please refer to the disclosures slide for more info:rrnation.

)J I.	,		FLCLASS 2022 ©

12
Page 87

 	

K ,

lisit Our Website	FL

Vondering how much money you could have earned on your investment? Take a look
11t	our investment  calculator .and see the	potential  revenue  your  investments  could
,ave earned.

How Muc	Could You Have Earned With FLCLAS:S?

rt Date
inuary 1. 2022

Amount Invested
510.000,000

You wou'ld have earned	-

dDate

ecernber 31. 2022

on your investment if you started on

January 1, 2022

)ata unaudited. Performance results are shown net of all fees and e·xpenses and refteot the reinvestment of interest and other earnings. Many factors affect perrormance including changes in narket conditions and interest rates and in response to other economic, political, or financiar developments. Investment involves risk induding the possible loss of principal. No assurance
:an be given th.at the performance objectives of a given strategy will be achieved. Past performance is no, guarantee, of future 11esul.ts. Any financia'I a,nd/or investment decision nay incu1r losses. Pilease refer to the disclosure slide of thi1s :presentation for more information.

Page 88

ublic Trust Advisors

>ublic Trust Advisors, LLC, is the investment advisor and administrator for FLCLASS.

Total AUM
$59.74b
As of 09/30/22

4I,Public Trust Services Provided

Please refer to the diso1osures slide for more information.

FL-  ,  ,		FLCLASS 2022 ©

14
Page 89

 	

FLCL	,

Senior Director, Investment Services
® Office: (407) 588-9667
@ matt.tight@flclass.com

Director, Investment Services
@ Office: (407) 797-8228
@ Rene.oday@flclass.com

D'irector, Investment Services
@ Office: (813) 820-0703
@ rodrigo.bettini@flclass.com

©

201 E. Pine Street, Suite 750
Orlando, FL 32801

Pilease refer to the disclosures slide for more information.
Page 90

sclosure

his presentation is for informational purposes only. All information is assumed to	be correct, but the ccuracy has not been confirmed and therefore is not guaranteed to be correct. Information is obtained
-om third party sources that may or may not be verified. The information presented should not be used in 1aking1any investment decisions and is not a recommendation to buy, sell, implement, or change any ecurities or investment strategy, function, or process. Any financial and/or investment decision should be 1ade only after considerable research, consideration, and involvement with an experienced professional ngaged for the specific purpose. All comments and discussion presented are purely based on opinion and ssumptions, not fact. These assumptions may or may not be correct based on foreseen and unforeseen vents. All calculations and results presented are for discussion purposes only and should not be used for 1aking calculations and/or decisions. The data in this presentation is unaudited. Charts may not equa 00% due to rounding.

erform1ance results for FLCLASS are shown net of all fees and expenses and reflect the reinvestment of 1terest and other earnings. Many factors affect performance including changes in market conditions and terest rates and in response to other economic, political, or financial developments. Investment involves isk including the possible loss of principal. No assurance can be given that the performance objectives of a iven strategy will be achieved. Past perfor'mance is not an indicator of future performance or esults. Any financial and/or investment decision may 'incur losses.,

ublic Trust is required to maintain a written disclosure brochure of our background and business xperience. If you would like to receive a copy of our current disclosure brochure, privacy policy, or code of thics, olease contact us.

,,	FLCLASS 2022 ©

16
Page 91

 	

TrademarkXpress

INVOICE
# 202

Bill To:

Balance Due:

$750.00

Thousand Oaks Community Development District

Date: Payment Terms:

Feb 2, 2023

Due In Advance

Item

Amount

$uantity	%ate

Special Image Logo Trademark	1	$800.00	$800.00

Subtotal:	$800.00	
Discount:	$50.00	
Tax:	$0.00	
Total:	$750.00	

Terms:
Trademark will be submitted to the USPTO within 24 hours of receiving payment. Payment is accepted via Zelle (561- 236-7433), PayPal (rich@trademarkxpress.com) and CashApp ($TrademarkXpress)

From: JOHN RUSS <john_a_russ@yahoo.com> Sent: Wednesday, January 25, 2023 2:45 PM To: Sylvia Bethel <sbethel@sdsinc.org> Subject: revised Re mulching propopsal

Russ Total Lawn Maintenance L.L.C. 1731 Ave F.
Riviera Beach Fl. 33404 John Russ

Thousand Oaks CDD,
The following is a proposal for the re mulching project along Congress of the Villa
Rosa Neighborhood in Riviera Beach. If you should have any questions please do not hesitate to contact me at: (561) 319-7110.

Mulching Proposal Introduction

This document proposes that Russ Total Lawn Maintenance will perform the necessary maintenance in an effort to maintain the beauty of the property. The goal is to maintain a conspicuous landscape for residents and visitors.
R.T.L.M. will be responsible for the following deliverables.

Deliverables

R.T.L.M. will be responsible for the following deliverables

Apply 10 pallets of Red Mulch throughout the bedded areas
Dispose of any generated debris

Compensation

Our complete price for this project base on the deliverables outlined is: $4,550.00. If approved we would like request $2,275 in advance and $2275.00 upon completion.

Thanks again for allowing Russ Total Lawn Maintenance to submit this proposal. Our company is small enough to give your property the attention it deserves and yet we are large enough to handle the equipment and labor necessary to do the job right and on time.

CONSIDER APPROVAL OF PROPOSAL FOR VILLA ROSA FOUNTAIN REPAIR

TO BE DISTRIBUTED UNDER SEPARATE COVER