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HomeMy WebLinkAboutItem 09 Approval of the Second Amendment to the Restated Interlocal Cooperation Agreement with Orange County for the Urban County Community Development Block Grant Process OCOPP florid° AGENDA ITEM COVER SHEET Meeting Date: July 21, 2020 Item # Reviewed By: Contact Name: Jack A. Butler, Director Department Director: Contact Number: 407-554-7063 City Manager: • Subject: Approval of proposed Second Amendment to the Interlocal Agreement with Orange County for participation in the Urban County Community Development Block Grant process. Background Summary: The City of Ocoee has jointly participate in the federal Community Development Block Grant (CDBG) program funded through the U.S. Department of Housing and Urban Development (HUD) since 1993. The particular process through which the City receives CDBG funds is through an Urban County program operated by Orange County, which receives a specific level of CDBG funding as an urban county. The City competes for CDBG funding as an applicant to the County, rather than at a statewide level as an applicant to the State of Florida for small city funds. This approach has resulted in the City receiving several million dollars in CDBG funds for various neighborhood capital improvement projects, most recently those related to the Pioneer Key I and II mobile home subdivisions. However, as the City improves its economic base, the portion of the city that meets low- income eligibility requirements shrinks. No project has received funding for the last several years, and no eligible project has been identified in the last three years. In addition, the 2020 Census may result in changes to the City's status relative to participation in the CDBG program. The terms of the City's participation in the Urban County program are governed by a continuing Interlocal Agreement executed by the City and County. The most recent version was executed on August 22, 2017. As part of the process for renewing the County's participation in the Urban County CDBG program, the City supplied the requested notice to HUD and Orange County on April 20, 2020, that it would not withdraw from the continuing Interlocal Agreement. This meant the City intended to participate in the FY 2021-23 CDBG Urban County program period as a cooperating partner with Orange County. From time to time, the terms of the Interlocal Agreement must be modified to comply with evolving HUD requirements. The parties executed the First Amendment on January 9, 2018, to modify a paragraph addressing our joint compliance with certain statutory elements of the CDBG program. A Second Amendment is now required by HUD in order to allow the current Interlocal Agreement to conform to new requirements for specific language in that same paragraph. Issue: Should the City execute the Second Amendment to the continuing Interlocal Agreement for the County-operated CDBG program? Recommendation: Staff recommends that the proposed Second Amendment be endorsed by having the City Commission authorize the Mayor to sign the Amendment and take any other actions necessary to complete the process, including endorsing any subsequent minor wording changes that may be required by HUD or Orange County. Attachments: 1. Original 2017 Interlocal Agreement 2. Adopted First Amendment 3. Proposed language of the Second Amendment Financial Impact: There is no direct financial impact from executing this Amendment. The designation of the City as a metropolitan urban area, which would be the result of a census population count of more than 50,000 persons, will change the City's status within the CDBG program and could result in direct CDBG fund allocations to the City. Under the terms of the current Interlocal Agreement, any such direct allocation of CDBG funds would be added to those of Orange County for the remainder of the current 3-year CDBG program period ending September 30, 2023. It is reasonable to expect that the operational implementation of the existing Interlocal Agreement would be modified should such designation and fund allocation occur. Type of Item: (please mark with an x Public Hearing For Clerk's Dept Use: Ordinance First Reading x Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda x Commission Approval Discussion&Direction X Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney gyp � �,,, �,p N/A Reviewed by Finance Dept. N/A Reviewed by ( ) N/A APPROVED BY ORANGE COUNTY BOARD OF COUNTY COMMISSIONERS BCC Mtg. Date:August 22,2017 RESTATED INTERLOCAL COOPERATION AGREEMENT BETWEEN ORANGE COUNTY, FLORIDA AND CITY OF OCOEE, FLORIDA FOR COMMUNITY DEVELOPMENT PROGRAMS UNDER THE URBAN COUNTY PROGRAM THIS AGREEMENT is entered into by Orange County, Florida, a charter county and political subdivision of the State of Florida ("the County") and the City of Ocoee, Florida, a municipal corporation created and existing under the laws of the State of Florida ("the Municipality"). RECITALS • WHEREAS, the Housing and Community Development Act of 1974, as amended, makes provisions whereby urban counties may enter into cooperation agreements with certain units of local government to undertake or assist in undertaking essential activities pursuant to Community Development Block Grants; and WHEREAS, this Agreement covers the Community Development Block Grant, HOME Investment Partnership Program, and Emergency Solutions Grant programs; and WHEREAS, in 1993 the COUNTY and the MUNICIPALITY entered into an interlocal agreement to authorize the COUNTY to undertake activities to plan and carry out the Community Development Block Grant.("CDBG"), HOME Investment Partnership ("HOME"), and Emergency Solutions Grant Programs ('ESG'), for the benefit of residents of Orange County, Florida; and WHEREAS, the COUNTY and the MUNICIPALITY desire to continue the relationship established in that 1993 interlocal agreement and has done so, and continues to do so, by restating and amending that agreement; and WHEREAS, there amendments herein are made pursuant to the Department of Housing,and Urban Development's mandate that the agreement between the COUNTY and the MUNICIPALITY meets the requirements set forth in the Urban County Qualification Notice for the subsequent qualification period; and WHEREAS, the COUNTY and the MUNICIPALITY seek requalification for the subsequent, 2018-2020 Urban County Qualification period, and for any successive • qualification periods that provide for automatic renewals; and WHEREAS, interlocal agreements of this type are fully authorized by Part 1, Chapter 163, Florida Statutes,as well as other applicable local law. NOW, THEREFORE, the parties hereto do mutually agree as follows: Page 1 of 8 SECTION 1. RECITALS The above recitals are true and correct and form a material part of this Agreement upon which the parties have relied. SECTION 2. MUNICIPALITY'S AUTHORIZATION (a) The MUNICIPALITY's City Commission authorizes this agreement and hereby directs its Mayor to execute it. The MUNICIPALITY agrees to provide the COUNTY with evidence of authorization for execution by the Mayor. (b) The MUNICIPALITY hereby authorizes the COUNTY to make application for and receive CDBG funds from the United States Department of Housing and Urban Development, hereinafter "HUD", on its behalf and, further, authorizes the COUNTY to include the municipality's population for the purposes of calculating and allocating CDBG funding. SECTION 3. COUNTY ADMINISTRATION (a) The COUNTY's Board of County Commissioners authorizes this agreement and hereby directs its Mayor to execute it. (b) The COUNTY agrees to provide, at no cost to the MUNICIPALITY, the staff, resources, and other services necessary to plan and administer the CDBG, HOME, and ESG Grants. SECTION 4. MUTUAL COOPERATION The COUNTY and the MUNICIPALITY agree to cooperate to undertake, or assist in undertaking, community renewal and lower-income housing assistance activities. SECTION 5. PROJECTS FUNDED (a) The COUNTY agrees to facilitate, encourage and allow municipal officials and the citizens of the MUNICIPALITY to have the full and open opportunity to submit projects for funding consideration. (b) The MUNICIPALITY understands and agrees that the COUNTY will have final and ultimate responsibility for selecting activities to be funded through the CDBG, HOME, and ESG programs, and for annual reporting required by HUD. SECTION 6. MUNICIPALITY OBLIGATIONS (a) The MUNICIPALITY and the COUNTY agree that pursuant to that provisions of Title 24, Code of Federal Regulations, including, but not limited to, Section 570.501(b), the MUNICIPALITY is subject to the same requirements applicable to subrecipients, Page 2 of 8 including, but not limited to, the requirement for a written agreement set forth in Title 24, Code of Federal Regulations, Section 570.503. (b) The MUNICIPALITY may not apply for grants under the Small Cities or State CDBG Programs from appropriations for fiscal years during the period in which it is participating in the Urban County Program. (c) The MUNICIPALITY may receive a formula allocation under the HOME Program only through the Urban County, but neither is precluded from applying to the State for HOME funds, if the State allows. (d) The MUNICIPALITY may receive a formula allocation under the ESG Program only through the Urban County Program, but neither is precluded from applying to the State for ESG funds, if the State allows. (e) The MUNICIPALITY may not participate in a HOME consortium except through the Urban County Program, regardless of whether the Urban County receives a HOME formula allocation. (f) The MUNICIPALITY may not sell, trade, or otherwise transfer, all or any portion of such funds to a metropolitan city, urban county, unit of local government, Indian tribe, or insular area that directly or indirectly receives CDBG funds in exchange for any other funds, credits, or non-federal considerations, but must use such funds for activities eligible under Title I of the Housing and Community Development Act of 1974, as amended. SECTION 7. GRANT OF AUTHORITY (a) This Agreement covers CDBG, HOME and ESG appropriations for fiscal years 2018, 2019, and 2020, beginning October 1, 2018. This Agreement will automatically be renewed for participation in successive three-year qualification periods. This Agreement remains in effect, and neither the COUNTY nor the CITY can terminate or withdraw from it until funds and program income received with respect to activities carried out during the three-year qualification period, and any successive qualification periods, are expended and the funded activities are completed; unless the MUNICIPALITY or COUNTY provides written notice that it elects not to participate in the new qualification period. A copy of the written notice will be sent to the HUD Jacksonville Field Office by the date specified in the Urban County Qualification Schedule. (b) The COUNTY agrees that it will notify the MUNICIPALITY, in writing, of its right not to participate — pursuant to Section 7(a) above — by the date specified in HUD's Urban County Qualification Notice for the next qualification period. Page 3 of 8 (c) Failure by either party to adopt an amendment to the Agreement incorporating all changes necessary to meet the requirements for cooperation agreements set forth in the Urban County Qualification Notice applicable for a subsequent three-year urban qualification period, and to submit such amendment to HUD as provided in the Urban County Qualification Notice, will void the automatic renewal of such qualification period. SECTION 8. PERFORMANCE OF SERVICES/CONTRACTS (a) As to the use of the CDBG, HOME, and ESG funds received by the COUNTY, the COUNTY may either carry out the CDBG, HOME, and ESG Programs for the MUNICIPALITY or, in the event that the parties jointly determine that it is feasible for the MUNICIPALITY to perform any services in connection with the CDBG, HOME, and ESG Programs, the COUNTY may contract with the MUNICIPALITY for the performance of such services. (b) Any contracts entered into pursuant to Section 8(a) above shall contain provisions which obligate the MUNICIPALITY to undertake all necessary actions to carry out the CDBG, HOME, and ESG Program and Consolidated Plan, where applicable; within a specified time frame and in accordance with the requirements of Title I of the Housing and Community Development Act of 1974, as amended, and any and all other applicable laws and implementing regulations. (c) The MUNICIPALITY agrees to undertake and accomplish all necessary actions, as determined by the County, in order to carry out the Community Development Block Grant Program, the HOME Program, the Emergency Solutions Grant, and the Consolidated Plan. SECTION 9. APPLICABLE LAWS/COMPLIANCE (a) The MUNICIPALITY and the COUNTY agree to take all actions necessary to assure compliance with the COUNTY'S certification required by Section 104(b) of Title I of the Housing and Community Development Act of 1974, as amended, including but not limited to, Title VI of the Civil Rights Acts of 1964, the Fair Housing Act, Section 109 of Title I of the Housing and Community Development Act of 1974, which incorporates Section 504 of the Rehabilitation Act of 1973 and the Age Discrimination Act of 1975, and with the Americans with Disabilities Act of 1990, and all other applicable laws, rules, and regulations. The MUNICIPALITY agrees to comply with all auditing requirements imposed by law, rule, regulation, or by the COUNTY. (b) The MUNICIPALITY acknowledges and understands that noncompliance by the MUNICIPALITY with all applicable provisions of laws, rules, or regulations may constitute noncompliance by the entire urban county program, and the COUNTY, as the grantee, and the MUNICIPALITY, assume responsibility therefor. Page 4 of 8 SECTION 10. FAIR HOUSING The MUNICIPALITY acknowledges that the COUNTY will prohibit urban county funding for activities in, or in support of, the MUNICIPALITY if the MUNICIPALITY does not affirmatively further fair housing within the MUNICIPALITY'S jurisdiction and/or if the MUNICIPALITY impedes the COUNTY'S actions to comply with its fair housing certification. SECTION 11. LAW ENFORCEMENT The MUNICIPALITY has adopted and is enforcing a policy prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individuals engaged in non-violent civil rights demonstrations. Furthermore, the MUNICIPALITY has adopted and is enforcing a policy of enforcing applicable state and local laws against physically barring entrance to or exit from a facility or location which is the subject of such non-violent civil rights demonstrations within its jurisdiction. In furtherance of this provision, specifically, and all other provisions of this Agreement, generally, the MUNICIPALITY agrees to indemnify and hold the COUNTY harmless to the fullest extent provided by law. SECTION 12. STATUS OF MUNICIPALITY Pursuant to 24 CFR 570.501(b), as well as all other applicable law, the MUNICIPALITY agrees that it is, at a minimum, subject to the same requirements applicable to grantee subrecipients, including the requirement of a written agreement as described in 24 CFR 570.503. SECTION 13. PROGRAM INCOME The MUNICIPALITY and the COUNTY agree to the following provisions: (a) The MUNICIPALITY shall inform the COUNTY of any income generated by expenditure of CDBG, HOME, or ESG funds. (b) The MUNICIPALITY may retain program income subject to requirements set forth in the Agreement. (c) Any program income retained by the MUNICIPALITY shall be used for eligible activities in accordance with applicable CDBG, HOME or ESG requirements. (d) The COUNTY shall have the responsibility to monitor and report to HUD on the use of any such program income thereby requiring appropriate record keeping and reporting by the MUNICIPALITY as may be needed for this purpose. Page 5 of 8 (e) In the event of the COUNTY'S failure to qualify as an urban county, or a change in status of the MUNICIPALITY, any program income shall be paid to the COUNTY. SECTION 14. REAL PROPERTY The MUNICIPALITY and the COUNTY agree with the following standards regarding real property acquired or improved in whole or in part using the CDBG, HOME, or ESG funds: (a) The MUNICIPALITY shall notify the COUNTY, in a timely manner, of any modification or change in the use of real property from that intended at the time of acquisition or improvement including disposition thereof. (b) The MUNICIPALITY shall reimburse the COUNTY in an amount equal to the current fair market value (less any portion thereof attributable to expenditure of non- Community Development Block Grant funds) of property acquired or improved with Community Development funds that is disposed of or transferred for use incongruent with CDBG, HOME, or ESG regulations. (c) In the event of the COUNTY'S failure to qualify as an urban county, or a change in status of the MUNICIPALITY, any program income generated from the disposition or transfer of property shall be paid to the COUNTY. SECTION 15. EFFECTIVE DATE This Agreement shall take effect upon the execution of the Agreement by the parties. SECTION 16. COUNTERPARTS This Agreement may be executed in counterparts each of which shall be deemed an original. [ THE REMAINDER OF THIS PAGE WAS LEFT INTENTIONALLY BLANK. ] Page 6 of 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officials. ORANGE COUNTY, FLORIDA By: Orange County Board of County Commissioners By: 1.9 de 42ACa/G..,...• Te Jacobs Orange County Mayor ATTEST: Phil Diamond, CPA, County Comptroller 0717017 As Clerk of the Board of County Commissioners ' . .!e By: /j'itLtDputy ¢flerk ' • Date: AUG 2 2 Z017 ► 7 4. ,Al - ,F Page 7 of 8 CITY OF OCOEE, FLORIDA By: City of Ocoee City Commission Ithoi By: Rusty Jo o , Mayor A ST: By: Melanie Sibbitt, City Clerk Date: ci w l I $', 0)O 17 FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE APPROVED AS TO FORM AND LEGALITY this leday of ;e./ , 2017 , Shuttield, Lowman & Wilson. P.A. By: City ) ney Page 8 of 8 APPROVED BY ORANGE COUNTY BOARD OF COUNTY COMMISSIONERS BCC Mtg.Date:January 9,2018 FIRST AMENDMENT TO THE RESTATED INTERLOCAL COOPERATION AGREEMENT BETWEEN ORANGE COUNTY; FLORIDA AND CITY OF OCOEE, FLORIDA FOR COMMUNITY DEVELOPMENT PROGRAMS UNDER THE URBAN COUNTY PROGRAM THIS FIRST AMENDMENT ("First Amendment") is entered Into by Orange County, Florida, a charter county and political subdivision of the State of Florida (the `COUNTY")and the City of Ocoee, Florida, a municipal corporation created and existing under the laws of the State of Florida (the"MUNICIPALITY"). RECITALS WHEREAS, the Housing and Community Development Act of 1974, as amended, makes provisions whereby urban counties may enter into cooperation agreements with certain units of local government to undertake or assist in undertaking essential activities pursuant to Community Development Block Grants; and WHEREAS, on August 22, 2017, the COUNTY executed the "Restated Interlocal Cooperation Agreement between Orange County, Florida and City of Ocoee, Florida for Community Development Programs under the Urban County Program" (the "Restated Agreement"); and WHEREAS, the Restated Agreement covered the Community Development Block Grant, HOME Investment Partnership Program, and Emergency Solutions Grant programs; and WHEREAS, in 1993 the COUNTY and the MUNICIPALITY entered into an interlocal agreement to authorize the COUNTY to undertake activities to plan and carry out the Community Development Block Grant("CDBG"), HOME Investment Partnership ("HOME"), and Emergency Solutions Grant Programs ("ESG"), for the benefit of residents of Orange County, Florida; and WHEREAS, the COUNTY and the MUNICIPALITY desired — and still maintain that desire —to continue the relationship established in that 1993 interlocal agreement and has done so, and continues to do so, by restating and amending that agreement; and WHEREAS, the Restated Agreement was made pursuant to the Department of Housing and Urban Development's mandate that the agreement between the COUNTY and the MUNICIPALITY meets the requirements set forth in the Urban County Qualification Notice for the subsequent qualification period; and WHEREAS, upon its review, the Department of Housing and Urban Development requested a minor amendment be made to the Restated Agreement. NOW, THEREFORE, for and in consideration of the mutual premises and covenants contained herein, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: SECTION 1. RECITALS. The above recitals are true and correct and form a material part of this First Amendment upon which the parties have relied. SECTION 2. INCORPORATION. The Restated Agreement forms a material part of this First Amendment and is therefore incorporated by reference. Section 3. EFFECTIVE DATE. The effective date of this First Amendment is the date of execution by the COUNTY. Section 4. AMENDMENT. The text of Restated Agreement, Section 9(a) is to be deleted and replaced with the following: The MUNICIPALITY and the COUNTY agree to take all actions necessary to assure compliance with the COUNTY'S certification required by Section 104(b) of Title I of the Housing and Community Development Act of 1974, as amended, including but not limited to, Title VI of the Civil Rights Acts of 1964, the Fair Housing Act and affirmatively furthering fair housing, Section 109 of Title I of the Housing and Community Development Act of 1974, which incorporates Section 504 of the Rehabilitation Act of 1973 and the Age Discrimination Act of 1975, and with the Americans with Disabilities Act of 1990, and all other applicable laws, rules, and regulations. The MUNICIPALITY agrees to comply with all auditing requirements imposed by law, rule, regulation, or by the COUNTY. SECTION 5. EFFECT; CONFLICTS. Except as modified herein, all other terms and provisions of the Restated Agreement are hereby ratified and confirmed and shalt remain in full force and effect. In the event of any conflict between the provisions of this First Amendment and the provisions of the Restated Agreement, the provisions of this First Amendment shall control. SECTION 6. SIGNATURE AUTHORITY. Each of the persons executing this First Amendment represents and warrants to each party that he or she has the authority to execute and enter into this First Amendment for and on behalf of the party for which he or she is executing this First Amendment. SECTION 7. COUNTERPARTS. This First Amendment may be executed in counterparts each of which shall be deemed an original. IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their duly authorized officials. ORANGE COUNTY, FLORIDA By: Orange County Board of County Commissioners By: .7 ,o4-AA•,••,.G... • Teresa Jacobs .../ Orange County Mayor ATTEST: Phil Diamond, CPA, County Comptroller cm..• As Clerk of the Board of County Commissioners �N, IT / f-t` By: tatit,u4.-- putyl rk 4ii;':I''1111.4;,4` ._)`‘ Date: JAN 0 9 2018 , 4,.. CITY OF OCOEE, FLORIDA By: ' of Ocoee City Commission By: Rusty Jo s ayor ATTEST: By: AA./t Av6.ed-- Melanie Sibbitt, City Clerk Date: 102-5- l .�R USE AND RELIANCE ONLY BY THE CITY OF OCOEE APPROVED� AS TO FORM AND LEGALITY this 54 day of 1)117(, , 20L. Shuffield, Lowman & Wilson, PA Sy: SECOND AMENDMENT TO THE RESTATED INTERLOCAL COOPERATION AGREEMENT BETWEEN ORANGE COUNTY, FLORIDA AND CITY OF OCOEE, FLORIDA FOR COMMUNITY DEVELOPMENT PROGRAMS UNDER THE URBAN COUNTY PROGRAM THIS SECOND AMENDMENT ("Second Amendment") is entered into by Orange County, Florida, a charter county and political subdivision of the State of Florida (the "COUNTY") and the City of Ocoee, Florida, a municipal corporation created and existing under the laws of the State of Florida (the "MUNICIPALITY"). RECITALS WHEREAS, the Housing and Community Development Act of 1974, as amended, makes provisions whereby urban counties may enter into cooperation agreements with certain units of local government to undertake or assist in undertaking essential activities pursuant to Community Development Block Grants; and WHEREAS, on August 22, 2017, the COUNTY executed the "Restated Interlocal Cooperation Agreement between Orange County, Florida and City of Ocoee, Florida for Community Development Programs under the Urban County Program" (the "Restated Agreement"); and WHEREAS, the Restated Agreement covered the Community Development Block Grant, HOME Investment Partnership Program, and Emergency Solutions Grant programs; and WHEREAS, in 1993 the COUNTY and the MUNICIPALITY entered into an interlocal agreement to authorize the COUNTY to undertake activities to plan and carry out the Community Development Block Grant ("CDBG"), HOME Investment Partnership ("HOME"), and Emergency Solutions Grant Programs ("ESG"), for the benefit of residents of Orange County, Florida; and WHEREAS, the COUNTY and the MUNICIPALITY desired—and still maintain that desire — to continue the relationship established in that 1993 interlocal agreement and has done so, and continues to do so, by restating and amending that agreement; and WHEREAS, the Restated Agreement was made pursuant to the Department of Housing and Urban Development's mandate that the agreement between the COUNTY and the MUNICIPALITY meets the requirements set forth in the Urban County Qualification Notice for the subsequent qualification period; and WHEREAS, upon its review, the Department of Housing and Urban Development requested a minor amendment be made to the Restated Agreement (the "First Amendment") which was executed by the COUNTY and the MUNICIPALITY in 2018, and now requests that this Second Amendment be made to the Restated Agreement in 2020. Page 1 of 4 NOW, THEREFORE, for and in consideration of the mutual premises and covenants contained herein, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: SECTION 1. RECITALS. The above recitals are true and correct and form a material part of this First Amendment upon which the parties have relied. SECTION 2. INCORPORATION. The Restated Agreement forms a material part of this First Amendment and is therefore incorporated by reference. Section 3. EFFECTIVE DATE. The effective date of this Second Amendment is the date of execution by the COUNTY. Section 4. AMENDMENT. The text of Restated Agreement, Section 9(a), as amended by the First Amendment, is to be deleted and replaced with the following: "The MUNICIPALITY and the COUNTY agree to take all actions necessary to assure compliance with the urban county's certification under section 104(b) of Title I of the Housing and Community Development Act of 1974, that the grant will be conducted and administered in conformity with Title VI of the Civil Rights Act of 1964 and the Fair Housing Act and will affirmatively further fair housing. The MUNICIPALITY and the COUNTY also agree to comply with section 109 of Title I of the Housing and Community Development Act of 1974, which incorporates Section 504 of the Rehabilitation Act of 1973 of Title II of the Americans with Disabilities Act, the Age Discrimination Act of 1975, and Section 3 of the Housing and Urban Development Act of 1968, and all other applicable laws." SECTION 5. EFFECT; CONFLICTS. Except as modified herein, all other terms and provisions of the Restated Agreement are hereby ratified and confirmed and shall remain in full force and effect. In the event of any conflict between the provisions of this Second Amendment and the provisions of the Restated Agreement or the First Amendment, the provisions of this Second Amendment shall control. SECTION 6. SIGNATURE AUTHORITY. Each of the persons executing this Second Amendment represents and warrants to each party that he or she has the authority to execute and enter into this Second Amendment for and on behalf of the party for which he or she is executing this Second Amendment. SECTION 7. COUNTERPARTS. This Second Amendment may be executed in counterparts each of which shall be deemed an original. Page 2 of 4 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by their duly authorized officials. ORANGE COUNTY, FLORIDA By: Orange County Board of County Commissioners By: Jerry L. Demings Orange County Mayor ATTEST: Phil Diamond, CPA, County Comptroller As Clerk of the Board of County Commissioners By: Deputy Clerk Date: Page 3 of 4 CITY OF OCOEE, FLORIDA By: City of Ocoee City Commission By: Rusty Johnson, Mayor ATTEST: By: Melanie Sibbitt, City Clerk Date: Page 4 of 4