The URL can be used to link to this page

Item O4County of Monroe <r BOARD OF COUNTY COMMISSIONERS � Mayor David Rice, District 4 IleOI1da Keys ��x t t 0. Mayor Pro Tem Sylvia J. Murphy, District 5 Danny L. Kolhage, District I P f,< George Neugent, District 2 a Heather Carruthers, District 3 County Commission Meeting April 19, 2018 Agenda Item Number: 0.4 Agenda Item Summary #3611 BULK ITEM: Yes DEPARTMENT: Sustainability TIME APPROXIMATE: STAFF CONTACT: Rhonda Haag (305) 453 -8774 N/A AGENDA ITEM WORDING: A Resolution establishing a Property Assessed Clean Energy (PACE) program within Monroe County, approving interlocal agreements with 4 PACE levy /collection entities; to which the entities will administer voluntary non -ad valorem financing of qualifying conservation and energy conservation efficiency, renewable energy and wind resistance improvements; authorize the mayor to execute said agreements; and providing for implementing administrative actions, scrivener's errors, conflicts, severability, and an effective date. ITEM BACKGROUND: The item seeks approval to consider adoption of a proposed resolution establishing a Property Assessed Clean Energy (PACE) program within Monroe County through the execution of agreements with the (4) existing PACE providers; approving interlocal agreements with the Florida Green Finance Authority, the Green Corridor PACE District, the Florida Resiliency and Energy District and the Florida PACE Funding Agency; to which the entities will administer voluntary non -ad valorem financing of qualifying conservation and energy conservation efficiency, renewable energy and wind resistance improvements; authorizing the Mayor, the County Administrator, the Clerk of the Circuit Court and others as designated by the County Administrator to execute said agreements and other documents that may be necessary; providing for severability and effective date. The third -party administrator contracted for program administration for each PACE Provider is: Florida Green Finance Authority Renew Financial Green Corridor PACE District Ygrene Florida Resiliency and Energy District Renovate America Florida PACE Funding Agency Counterpointe Section 163.08, Florida Statutes (the "Supplemental Act "), authorizes counties, municipalities and separate Local Government entities to establish and administer financing Programs pursuant to which owners of real property voluntarily may obtain funding for energy conservation and efficiency, renewable energy and wind resistance improvements (as referred to therein, the "Qualifying Improvements "), and repay such funding through special assessments, non -ad valorem assessments ( "Special Assessments "), levied upon the improved property pursuant to financing agreements between the property owner and the local government (the "Financing Agreements ") The Florida Green Finance Authority, the Green Corridor PACE District, the Florida Resiliency and Energy District and the Florida PACE Funding Agency ( or PACE providers) are currently four (4) separate legal entities and units of local government within the State of Florida which were established by separate interlocal agreements for the express purpose of providing scalable and uniform platform to facilitate the financing of Qualifying Improvements throughout Florida. Pursuant to the Supplemental Act or as otherwise provided by law, local governments may enter into a partnership with other local governments for the purpose of providing and financing Qualifying Improvements, and a Qualifying Improvement Program may be administered by a third parry for - profit entity or a not for profit organization on behalf of or at the discretion of the local government. The Agreements attached to this Resolution authorize the partnership with the (4) existing PACE programs. The installation of Qualifying Improvements may increase energy efficiency and improve the wind resistance of existing structures within the County thereby reducing the burdens from fossil fuel energy production and contributing to the local economy by cost savings to property owners, enhancing property values and increasing job opportunities for local contractors PACE providers have already created the financing, levy and collection process to implement PACE Programs through local government partners without cost to or assumption of liability by, or demand upon the credit of Monroe County. By executing agreements with the (4) PACE providers, the County will be launching a program that provides choices for property owners throughout the County. The Agreements include the obligations of the PACE providers in offering their program consistent with Federal and State law as well as the Ordinance adopted by the County at its third public hearing March 21, 2018. By approving this Resolution the County establishes a PACE program within the unincorporated and incorporated limits of Monroe County and approves entering into the following agreements: EXHIBIT A -1: Florida Green Finance Authority Parry Membership Agreement EXHIBIT A -2: Interlocal Agreement between the Florida Green Finance Authority, the Town of Lantana and the Town of Mangonia Park, the First Amended and Restated Interlocal Agreement forming the Florida Green Finance Authority and the Second Amended and Restated Interlocal Agreement forming the Florida Green Finance Authority EXHIBIT B -1: Florida PACE Funding Agency Non - Exclusive Membership Agreement EXHIBIT B -2: Amended and Restated Interlocal Agreement Relating to the Establishment of the Florida PACE Funding Agency EXHIBIT C -1: Green Corridor PACE District Membership Agreement EXHIBIT C -2: Amended and Restated Interlocal Agreement between the Town of Cutler Bay, Village of Palmetto Bay, Village of Pinecrest, City of South Miami, Miami Shores Village, City of Coral Gables and City of Miami EXHIBIT D -1: Florida Resiliency and Energy District Limited Purpose Party Membership Agreement EXHIBIT D- 2:Interlocal Agreement Relating to the Creation of the Florida Resiliency and Energy District and the Amended and Restated Agreement Relating to the Creation of the Florida Resiliency and Energy District PREVIOUS RELEVANT BOCC ACTION: 10/16/17: Direction and guidance on a potential County PACE program 12/13/17: Approval to advertise a public hearing, to consider adoption of a proposed ordinance for the Property Assessed Clean Energy (PACE) program, to be held on January 17, 2018 in Marathon, FL at 3:00 p.m. or as soon thereafter as may be heard. 12/13/17: Approval to advertise a public hearing, to consider adoption of a proposed ordinance for the Property Assessed Clean Energy (PACE) program, to be held on January 17, 2018 in Marathon, FL at 3:00 p.m. or as soon thereafter as may be heard. 1/17/18 (04) BOCC continued the PACE Ordinance Public Hearing to the February 21, 2018 BOCC meeting in Key West, FL at 3:00 P.M. 02/21/18 (Q1) BOCC continued the PACE Ordinance Public Hearing to the March 21, 2018 BOCC Meeting in Key Largo, FL at 3:00 p.m. 03/21/18 BOCC approved the PACE Ordinance at the final Public Hearing held at the March 21, 2018 BOCC Meeting in Key Largo, FL at 3:00 p.m. CONTRACT /AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: Monroe County PACE Resolution - Final Exhibit Al - Florida Green Finance Authority Agreement - Signed Exhibit A -2 FL Green Finance Authority Second Amended and Restated Interlocal Agreement Exhibit B 1 - FL PACE Funding Agency Agreement (signed) Exhibit B -2 FPFA Amended and Restated Charter Interlocal Agreement Exhibit C1 - Green Corridor PACE District Agreement - Signed Exhibit C -2 Green Corridor PACE District Recorded Amended and Restated Interlocal Agreement Exhibit D -1 - FL Resiliency and Energy District Agreement - Signed Exhibit D -2 - Second Amended and Restated FRED Interlocal, Signed FINANCIAL IMPACT: Effective Date: April 19, 2018 Expiration Date: N/A Total Dollar Value of Contract: None Total Cost to County: N/A Current Year Portion: N/A Budgeted: N/A Source of Funds: N/A CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: Staff administration costs Revenue Producing: No If yes, amount: N/A Grant: No County Match: N/A Insurance Required: N/A Completed Additional Details: Maria Slavik N/A REVIEWED BY: Rhonda Haag Completed 03/29/2018 3:45 PM Pedro Mercado Completed 03/29/2018 4:01 PM Budget and Finance Completed 04/02/2018 10:02 AM Maria Slavik Completed 04/02/2018 10:49 AM Kathy Peters Completed 04/02/2018 10:58 AM Board of County Commissioners Pending 04/19/2018 9:00 AM RESOLUTION NO. - A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, CREATING A PROPERTY ASSESSED CLEAN ENERGY (PACE) PROGRAM WITHIN MONROE COUNTY BY PARTICIPATING IN THE PACE PROGRAMS OF THE FLORIDA GREEN FINANCE AUTHORITY, THE FLORIDA PACE FUNDING AGENCY, THE GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY (PACE) DISTRICT, AND THE FLORIDA RESILIENCY AND ENERGY DISTRICT TO PROVIDE A MECHANISM FOR THE VOLUNTARY FINANCING OF ENERGY CONSERVATION AND EFFICIENCY IMPROVEMENTS, RENEWABLE ENERGY IMPROVEMENTS, AND WIND RESISTANCE IMPROVEMENTS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A NON - EXCLUSIVE PARTY MEMBERSHIP AGREEMENT WITH THE FLORIDA GREEN FINANCE AUTHORITY, A NON - EXCLUSIVE INTERLOCAL AGREEMENT WITH THE FLORIDA PACE FUNDING AGENCY, A NON - EXCLUSIVE MEMBERSHIP AGREEMENT WITH THE GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY (PACE) DISTRICT, AND A NON - EXCLUSIVE LIMITED PURPOSE PARTY MEMBERSHIP AGREEMENT WITH THE FLORIDA RESILIENCY AND ENERGY DISTRICT, PURSUANT TO WHICH SUCH ENTITIES OR THEIR ADMINISTRATORS WILL ADMINISTER THEIR RESPECTIVE VOLUNTARY PACE FINANCING PROGRAM FOR SUCH IMPROVEMENTS WITHIN ALL MONROE COUNTY; AUTHORIZING AND DIRECTING COUNTY OFFICIALS, OFFICERS, AND EMPLOYEES TO TAKE SUCH ACTIONS AS MAY BE NECESSARY OR DESIRABLE IN FURTHERANCE OF THE PURPOSES OF THIS RESOLUTION; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE. WHEREAS, Section 163.08, Florida Statutes (the "Act "), authorizes counties, municipalities and separate local government entities to establish and administer financing programs pursuant to which owners of real property may obtain funding for energy conservation and efficiency, renewable energy and wind resistance improvements (referred to in the Act as "Qualifying Improvements "), and repay such funding through voluntary special assessments, non -ad valorem assessments ( "Special Assessments "), levied upon the improved property pursuant to financing agreements between the owner thereof and the local government (collectively, "PACE Program "); and WHEREAS, pursuant to the Act, local governments may enter into a partnership with other local governments for the purpose of providing and financing Qualifying Improvements, and a PACE Program may be administered by a third party at the discretion of the local government; and WHEREAS, installing Qualifying Improvements on existing structures can reduce the burdens resulting from fossil fuel energy production, including greenhouse gas reductions; and WHEREAS, increased energy conservation, and installing wind resistance improvements on existing structures can reduce repair and insurance costs, and the burdens placed on surrounding properties resulting from high wind storms and hurricanes; and WHEREAS, the Florida Green Finance Authority, the Florida PACE Funding Agency, the Green Corridor Property Assessment Clean Energy (PACE) District, and the Florida Resiliency and Energy District are currently four separate legal entities (PACE providers) within the State of Florida which were established by separate interlocal agreements for the express purpose of providing a scalable and uniform platform to facilitate the financing of Qualifying Improvements to local governments throughout Florida; and WHEREAS, the PACE providers undertake all such acts as are necessary to provide a uniform and scalable statewide platform in Florida, so that, when authorized by individual local governments, the PACE providers can facilitate the provision, funding and financing of energy conservation, renewable energy, and wind - resistance improvement to Florida properties; and WHEREAS, since each of the PACE providers has provided evidence to Monroe County (the "County ") that each of the respective PACE Programs has created open public governance and oversight and qualified third -party administration, each of the PACE providers can commence their respective PACE Program in all areas of Monroe County for the benefit of the residents thereof, and WHEREAS, the availability of the voluntary, non - exclusive PACE Programs offered by each of the PACE providers (without cost to, assumption of liability by, or demand upon the credit of the County) and the voluntary participation in such PACE Programs by property owners will provide an alternative financing option to finance and repay the costs to provide and install Qualifying Improvements to property owners in all areas of Monroe County; and WHEREAS, the Board of County Commissioners (the "Board ") finds that local needs and conditions reasonably warrant the establishment of each of the PACE providers non - exclusive PACE Programs within all areas of Monroe County as a direct and immediate means to non - exclusively implement Section 163.08, Florida Statutes; and WHEREAS, each of the referenced agreements provides non - exclusive means to achieve the compelling State interests and public purposes described in the Act; and WHEREAS, the Board deems it to be in the best interest of the citizens and residents of Monroe County to authorize the appropriate County officials to execute, each of the referenced agreements, in substantially the forms attached hereto, to provide a non - exclusive means to implement Section 163.08, Florida Statutes; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, THAT: SECTION 1. RECITALS. The recitals set forth above are adopted by the Board as the findings of the County and are incorporated herein. 2 SECTION 2. NON - EXCLUSIVE PARTY MEMBERSHIP AGREEMENT WITH THE FLORIDA GREEN FINANCE AUTHORITY. The non - exclusive Party Membership Agreement between the County and the Florida Green Finance Authority (the "Party Membership Agreement "), in substantially the form attached hereto as Exhibit A -1, and incorporated herein, is approved. The Mayor is hereby authorized and directed to execute the Party Membership Agreement on behalf of the County. A copy of the Interlocal Agreement between the Florida Green Finance Authority, the Town of Lantana and the Town of Mangonia Park, the First Amended and Restated Interlocal Agreement forming the Florida Green Finance Authority, and the Second Amended and Restated Interlocal Agreement forming the Florida Green Finance Authority are also attached hereto and incorporated herein as Exhibit A -2. SECTION 3. NON - EXCLUSIVE INTERLOCAL AGREEMENT RELATING TO THE FUNDING AND FINANCING OF QUALIFYING IMPROVEMENTS BY THE FLORIDA PACE FUNDING AGENCY. The Non - Exclusive Interlocal Agreement Relating to the Funding and Financing of Qualifying Improvements between the County and the Florida PACE Funding Agency (the "Non- Exclusive Interlocal Agreement "), in substantially the form attached hereto as Exhibit B -1, and incorporated herein, is approved. The Mayor is hereby authorized and directed to execute the Non - Exclusive Interlocal Agreement on behalf of the County. A copy of the Amended and Restated Interlocal Agreement Relating to the Establishment of the Florida PACE Funding Agency is also attached hereto and incorporated herein as Exhibit B -2. SECTION 4. NON - EXCLUSIVE MEMBERSHIP AGREEMENT WITH THE GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY (PACE) DISTRICT. The non - exclusive Membership Agreement between the County and the Green Corridor Property Assessment Clean Energy (PACE) District (the "Membership Agreement "), in substantially the form attached hereto as Exhibit C -1 and incorporated herein, is approved. The Mayor is hereby authorized and directed to execute the Membership Agreement on behalf of the County. A copy of the Amended and Restated Interlocal Agreement between the Town of Cutler Bay, Village of Palmetto Bay, Village of Pinecrest, City of South Miami, Miami Shores Village, City of Coral Gables and City of Miami is also attached hereto and incorporated herein as Exhibit C -2. SECTION 5. NON - EXCLUSIVE LIMITED PURPOSE PARTY MEMBERSHIP AGREEMENT WITH FLORIDA RESILIENCY AND ENERGY DISTRICT. The non- exclusive Limited Purpose Party Membership Agreement between the County and the Florida Resiliency and Energy District (the "Limited Purpose Party Membership Agreement "), in substantially the form attached hereto as Exhibit D -1, and incorporated herein, is approved. The Mayor is hereby authorized and directed to execute the Limited Purpose Party Membership Agreement on behalf of the County. A copy of the Interlocal Agreement Relating to the Creation of the Florida Resiliency and Energy District and the Amended and Restated Agreement Relating to the Creation of the Florida Resiliency and Energy District is also attached hereto and incorporated herein as Exhibit D -2. SECTION 6. PROGRAM BOUNDARIES. The provisions of this Resolution shall include the legal boundaries of Monroe County, Florida, including municipalities and unincorporated areas, unless in conflict with or repealed by a municipal ordinance. The intention of the County Commission being to allow for multiple non - exclusive service opportunities to interested private property owners, so that all property owners have a wide variety of competitive choices from qualified local governments. Nothing in this resolution shall be construed as excluding any municipality from creating an additional, separate or standalone program at any time. SECTION 7. AUTHORIZATIONS. The Mayor, the County Administrator of the County, the Clerk of the Circuit Court, and such other officers and employees of the County as may be designated by the County Administrator, are authorized and directed, collectively or individually, to take such actions and execute and deliver such other documents as may be necessary or desirable, and which are specifically authorized by or are not inconsistent with the terms of this Resolution or the agreements herein approved, in furtherance of the purposes set forth in this Resolution. SECTION 8. SEVERABILITY. If any one or more of the provisions of this Resolution shall for any reason be held illegal or invalid, such illegality or invalidity shall not affect any other provision contained herein. SECTION 9. EFFECTIVE DATE. This Resolution shall be effective immediately upon its adoption. STATE OF FLORIDA COUNTY OF MONROE PASSED AND ADOPTED this day of , A.D., 2018. MONROE COUNTY MAYOR DAVID RICE ATTEST: KEVIN MADOK COUNTY CLERK M EXHIBIT A -1 Florida Green Finance Authority Party Membership Agreement EXHIBIT A -2 Interlocal Agreement between the Florida Green Finance Authority, the Town of Lantana and the Town of Mangonia Park, the First Amended and Restated Interlocal Agreement forming the Florida Green Finance Authority and the Second Amended and Restated Interlocal Agreement forming the Florida Green Finance Authority EXHIBIT B -1 Florida PACE Funding Agency Non - Exclusive Membership Agreement Relating to the Funding and Financing of Qualifying Improvements EXHIBIT B -2 Amended and Restated Interlocal Agreement Relating to the Establishment of the Florida PACE Funding Agency EXHIBIT C -! Green Corridor gk «k! Membership Agreement EXHIBIT C -2 Amended and Restated Interlocal Agreement between the Town of Cutler Bay, Village of Palmetto Bay, Village of Pinecrest, City of South Miami, Miami Shores Village, City of Coral Gables and City of Miami EXHIBIT D -1 Florida Resiliency and Energy District Limited Purpose Party Membership Agreement I`, -. EXHIBIT D -2 Interlocal Agreement Relating to the Creation of the Florida Resiliency and Energy District and the Amended and Restated Agreement Relating to the Creation of the Florida Resiliency and Energy District I `f..._ PARTY r r F AGREEMENT BETWEEN THE FLORIDA GREEN FINANCE AUTHORITY FLORIDA This Party Membership Agreement ( "PMA ") is entered into this __ of 2018 by and between the Florida Green Finance Authority (the "Authority ") a public body corporate and politic, and Monroe County, apolitical subdivision of the State of Florida ( "County" or "Monroe County ") collectively, the ("Pat each one constituting a public agency as defined in Pant I of Chapter 163, Florida Statutes, for the purpose of providing a Property Assessed Clean Energy ( "PACE ") program within the County. WHEREAS, Section 163.01, Florida Statutes, known as the "Florida Interlocal Cooperation Act of 1969" authorizes local governments to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities that will harmonize geographic, economic, population and other factors influencing the needs and development of local communities; and WHEREAS, Part I of Chapter 163, Florida Statutes, pen public agencies as defined therein to enter into interlocal agreements with each other to jointly exercise any power, privilege, or authority which such agencies share in common and which each might exercise separately; and WHEREAS, Section 163.08, Florida Statutes, ( "PACE, Statute ") authorizes financing of qualifying improvements through agreements for property to be subject to a voluntary, non -ad valorem assessment process as the repayment mechanism, commonly known as PACE, and WHEREAS, the Town of Lantana, Florida, a Florida municipal corporation ( "Lantana ") and the Town of Mangonia Park, Florida, a Florida municipal corporation, ( "Mangonia Park ") entered into an Interlocal Agreement ( "Interlocal Agreement "), dated June 11, 2012, first amended on August 11, 2014 and second amended on April 7, 2016 with document execution May 9, 2016, establishing the Florida Green Finance Authority as a means of irnplementing and financing a qualifying improvements prograrn for energy and water conservation and efficiency, renewable energy and wind- resistance improvements, and to provide additional services consistent with law, attached as Exhibit A; and WHEREAS, on March 21, 2018, the Monroe County Board of County Commissioners adopted the Property Assessed Clean Energy (PACE) program ("Ordinance"), and provided for certain consumer protections and requirements for PACE agencies /authorities /districts, and WHEREAS, the County is concurrently adopting a resolution authorizing the Authority to provide PACE financing and finding with property owners for qualifying improvements within the County, in accordance with the PACE Statute and the Ordinance; and WHEREAS, the Parties have determined that entering into this PMA is in the best interest and welfare of the property owners within the County. NOW, THEREFORE, in consideration of the terms and conditions, promises and covenants hereinafter set forth, the Parties agree as follows Section 1. Recitals Incorporated. The above recitals are true and correct and incorporated herein. Section 2. Purpos . The purpose of this PMA is to facilitate the financing of qualifying improvements for property owners within the County in accordance with the PACE Statute, and the Ordinance, by virtue of the County's joining the Authority as a Party and allowing the Authority's PACE Program ("Program") to operate within the County. Pursuant to the Ordinance, this PMA shall be applicable within the unincorporated areas of Monroe County, and in all municipalities that have not adopted an ordinance governing any or all of the subject matter of the Ordinance, regardless of the time of passage of the municipal ordinance ("participating municipalities"). Section 3. Qualifying Improvements. The County shall allow the Authority to provide financing of qualifying improvements, including energy conservation and efficiency, renewable energy, and wind resistance improvements, as defined in the PACE Statute, as may be amended by law, on properties within the County and participating municipalities. Section 4. Non-Exclusive. The Authority Program is non-exclusive, meaning the County specifically reserves the right to participate with or join any other entity providing a similar program or create its own program under the PACE Statute. Section 5. Assessment by the Authority; ' .County Collection Ministerial, The Parties hereto acknowledge and agree that the non-ad valorem assessments arising from a property owner's voluntary participation in the Program are imposed by the Authority and not the County. Additionally, the Parties agree that the County's collection and distribution of any non-ad valorern assessments imposed by the Authority are purely ministerial acts. Section 6, Creation of State, Countv, or Municipal Debts Prohibited. The County and participating municipalities shall not incur nor ever be requested to authorize any obligations secured by non-ad valorem assessments associated with qualifying improvements imposed by the Authority pursuant to the PACE Statute. No special purpose local government acting pursuant to the PACE Statute, the Ordinance, or this PMA shall be empowered or authorized in any manner to create a debt as against the County and participating municipalities and shall not pledge the full faith and credit of the County and participating municipalities in any manner whatsoever. No revenue bonds or debt obligations of the Authority acting pursuant to the PACE Statute, shall ever pledge or imply any pledge that the County or any participating municipality shall be obligated to pay the same or the interest thereon, nor state or imply that such obligations payable from the full faith and credit or the taxing power of the state, the County, or any participating municipality as a result of the Ordinance or this P'MA. The issuance of revenue or refunding bonds by the Authority under the provisions of law, the Authority's governance documents, or any agreement or resolution shall not, as the result of the Ordinance or this PMA, be deemed in any manner, directly or indirectly or contingently, to obligate the County and participating municipalities, to levy or to pledge any forrn of ad valorem taxation or other county or municipal revenues or to make any appropriation for their payment whatsoever. 2 Section 7. Pro ram Guidel The Parties agree that, the Program to be offered in the County will be governed by the Ordinance and the Authority's guidelines. If there is a conflict between the Authority's guidelines and the Ordinance, the Ordinance shall control. Authority will inform every property owner that by law these non-ad valorem assessments must be collected pursuant to sections 163.01, 163,08, 197.3632, and 197.363 5, Florida Statutes; and, are not imposed by the County, any participating municipality, the property appraiser, nor the tax collector, and that they are levied and imposed solely by the Authority, and only then upon voluntary application of the private property owner as expressly enabled, authorized and encouraged by the PACE Statute, as well as the Ordinance, to accomplish a compelling state interest with the Authority's local government assistance. Section 8. Opinion of Bond Counsel. Prior to the execution of this Interlocal Agreement, the Authority shall deliver to the County an "Opinion of Bond Counsel", stating that, based on the counsel's review of the bond validation judgement and the underlying bond documents the Program's structure complies with the bond validation judgement and the underlying bond documents. The Authority acknowledges that the County is relying on the Opinion of Bond Counsel in its decision to execute the PMA. Section 9. Boundaries. Pursuant to this PMA, the boundaries of the Authority shall include the legal boundaries of the County, which boundaries may be limited, expanded, or more specifically designated frorn time to time by the County by providing written notice to the Authority. As contemplated by and as specified in this PMA, the Authority will, on a non- exclusive basis, levy voluntary non-ad valorem assessments on the benefitted properties within the boundaries of the County pursuant to the Ordinance to finance the costs of qualifying improvements for those individual properties. Those properties receiving financing for qualifying improvements shall be assessed, in accordance with the PACE Statute, the Ordinance, and other applicable law. Notwithstanding termination of this PMA or notice of a change in boundaries by the County as provided for above, those properties that have received financing for qualifying improvements shall continue to be a part of the Authority, until such time that all outstanding debt has been satisfied. The Authority also acknowledges that all incorporated municipalities in the County that have not adopted an ordinance governing any or all of the subject matter of the Ordinance will be included in the Program, In such case, the County will notify the Authority of any municipality that will not be included in the Program, and that the Authority will have no authority to operate the Program within such municipality under the terms of this P and the Ordinance. Section 10, Financing Agreement. The Parties agree that the Authority may enter into a financing agreement, pursuant to the PACE Statute and the Ordinance, with Property owner(s) who obtain financing through the Authority within the County and participating municipalities. Notwithstanding any other provision in the Interlocal Agrrecincrit, this PMA, or other related agreement, rates, fees and charges shall not exceed those contained in Chapter 687, Florida Statutes, and always be sufficient to comply fully with any covenants contained in the financing documents. Section 11. Responsibilities of the Authority; Indemnification: Liability. Q a. All of the privileges and immunities from liability and exemptions from laws, ordinances and rules which apply to the activity of officials, officers, agents or employees of the parties, including participating municipalities, shall apply to the officials, officers, agents or employees thereof when performing their respective functions and duties under the provisions of this PMA. la. The County, participating municipalities, and the Authority are and shall be subject to Sections 768.28 and 163.O1(9)(c), Florida Statutes, and any other provisions of Florida law governing; sovereign immunity. Pursuant to the PACE Statute and this PMA, the local governments who are parties of the Authority, or any subsequently served or participating local government shall not be held jointly liable for the torts of the officers or employees of the Authority, or any other tort attributable to the Authority, and that the Authority alone shall be liable for any torts attributable to it or for torts of its officers, employees or agents, and then only to the extent of the waiver of sovereign immunity or limitation of liability as specified in Section 768.28, Florida Statutes. The County and the Authority acknowledge and agree that the Authority shall have all of the applicable privileges and immunities from liability and exemptions from laws, ordinances, rules and common law which apply to the municipalities and counties of the State. c. To the extent provided by law, the Authority agrees to protect, defend, reimburse, indemnify and hold the County, and participating municipalities, its agents, employees and elected officers (Indemnified Parties), and each of them free and harmless at all times from and against any and all. suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney's fees, costs and expenses of whatsoever bind or nature (collectively, a "Claim „ ) whether arising in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, by reason of any act, omission or fault whether active or passive of the County, or any participating municipality, of anyone acting under its direction or control, or on its behalf in connection with or incident to the performance of this Agreement. Authority's aforesaid indemnity and hold harmless obligations, or portions or applications thereof, shall apply to the fullest extent permitted by law but in no event shall they apply to liability caused by the negligence or willful misconduct of the County, or participating municipalities, its respective agents, servants, employees or officers, nor shall the liability limits set forth in 768.28, Florida Statutes, be waived. Nothing in this PMA is intended to inure to the benefit of any third -party or for the purpose of allowing any claim, which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. In the event any Claim is brought against an Indemnified Party, the Authority, shall upon written notice from an Indemnified Party, defend each Indemnified. Party against each such Claim by counsel satisfactory to the Indemnified Party or, at the Indemnified Party's option, it may elect to provide its own defense. The obligations of this section shall survive the expiration or earlier termination of this Agreement. d. The Authority is an independent local government funding and financing instrumentality. Neither the County, nor any municipality within the County 4 pursuant to the Ordinance, who are served by the Authority, shall in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the Authority, its Board of Directors or any other agents, employees, officers or officials of the Authority, except to the extent otherwise mutually and expressly agreed upon in writing, In addition, the Authority, its Board of Directors or any other agents, employees, officers or officials of the Authority shall have no authority or power to otherwise obligate either the County or participating municipalities. e. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Authority in this Agreement and the acquisition of any commercial liability insurance coverage, self - insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity for either party to the extent of liability coverage, nor shall any contract entered into by either the County or the Authority be required to contain any provision for waiver. Section 12. Agreements with Tax Collector Property Appraiser and Municipalities The Authority acknowledges that the County has no authority to bind the County Tax Collector and the County Property Appraiser, and the Authority will be required to enter into separate agreernent(s) therewith, which shall establish the fees (if any) to be charged by the Tax Collector and Property Appraiser for the collection or handling of the Program's non -ad valorem assessments. The Authority also acknowledges that all incorporated municipalities in the County that have not adopted an ordinance governing any or all of the subject matter of the Ordinance will be included in the Program. As the County is made aware of the adoption of such ordinances, the County will promptly notify the Authority of any municipality that will not be included in the Program, and that the Authority will have no authority to operate the Program within such municipality under the terns of this PMA and the Ordinance. Section 13. Resale or Refinancin � of a P„rQp_��rty The Authority recognizes that some lenders may require full repayment of the Program's special assessments upon resale or refinancing of a property subject to the Program's special assessments. The Authority agrees to provide written disclosure of this matter to all property owners that may utilize the Program. Section 14. Term of Agreements Duration of Agreement No Exclusivity a. The terra of this PMA shall commence as of the date first above written. b. The term shall continue so long as the Authority has obligations outstanding which are secured by pledged revenues derived from financing agreements relating to any properties within the boundaries of the County and participating municipalities, or the Authority has projects for qualified improvements underway therein; the applicable provisions, authority and responsibility under this PMA reasonably necessary to carry out the remaining aspects of the Program and responsibilities of Authority then underway, shall remain in effect and survive any termination until such time as those obligations and all associated remaining Authority 61 responsibilities are fulfilled (including, but not limited to, the collection of assessments in due course). Provided, however, the Authority's powers employed and exercised shall be non - exclusive, and the County, pursuant to the Ordinance, is free to and reserves the right to enter into or otherwise encourage or commence any other program, for financing qualified improvements using non -ad valorem assessments. c. Notwithstanding subsection (b), either party may at any time terminate this Interlocal Agreement upon sixty (60) days written notice provided as required by Section 16. Provided., however, no tennination of this PMA shall preclude the Authority from exercising any of its power or authority after any termination, including without limiting the generality of the foregoing, that specifically associated with its mission or collection of any of its Obligations outstanding which are secured by pledged revenues derived from financing agreements. In the event the Authority's rights under this PMA to impose new non -ad valorem assessments shall ever end, then as of the effective date of the termination, all rights and obligations of the parties shall continue as specified in subsection (b) until such time as all Authority's obligations, and all associated remaining Program responsibilities are fulfilled (including, but not limited to, the collection of assessments in due course). Section 15. Consent This PMA and any required resolution or ordinance of an individual Party shall be considered the County's consent to participate in the Program pursuant to the PACE Statute. Section 16. Not] ces Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or by written certified U.S. trail, with return receipt requested, addressed to the Party for whore it is intended, at the place specified. For the present, the Parties designate: the following as the respective places for notice purposes: County: Monroe County ATTN: County Administrator 1100 Simonton Street, Suite 205 Key West, Florida 33040 With a copy to: Monroe County ATTN: County Attorney 111 1 12` Street, Suite 408 Ivey West, Florida 33040 Florida Green Finance Authority: Todd Wodraska Special District Services, Inc. 2501A Burns Road Patin Beach Gardens, FL 33410 6 With a copy to: Keith Davis, Esq. Davis &Ashton, P.A. 701 Northpoint Parkway, Suite 205 West Palm Beach, FL 33407 Section 17, Amendments It is further agreed that no modification, anlendrnent or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto. Section I S. Joint Effort. The preparation of this PMA has been a joint effort of the Parties hereto and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. Section 19. Merger This PMA incorporates and includes all prior negotiations, correspondence, agreements, or understandings applicable to the matters contained herein; and the Parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this PMA that are not contained in this document. Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. Section 20. Assi n� meant The respective obligations of the Parties set forth in this PMA shall not be assigned, in whole or in part, without the written consent of the other Parties hereto. Section 21. Public records. The Authority shall comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and the Authority shall allow and pen-nit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made, or received by the County and the Authority in conjunction with this agreement and related to agreement performance. The County shall have the right to unilaterally cancel this agreement upon violation of this provision by the Authority, Failure of the Authority to abide by the terms of this provision shall be deemed a material breach of this agreement and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any tennination or expiration of the agreement. The Authority is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this agreement, the Authority is required to: (1) Deep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law.. N (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the agreement term and following completion of the agreement if the Authority does not transfer the records to the County.. (4) Upon completion of the agreement, transfer, at no cost, to the County all public records in possession of the Authority or keep and maintain public records that would be required by the County to perform the service. If the Authority transfers all public records to the County upon completion of the agreement, the Authority shall destroy any duplicate public records that are exempt or confidential and exempt froin public records disclosure requirements. If the Authority keeps and maintains public records upon completion of the agreement, the Authority shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a forinat that is compatible with the information tecl systems of the County. (5) A request to inspect or copy public records relating to a County agreement must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Authority of the request, and the Authority must provide the records to the County or allow the records to be inspected or copied within a reasonable time. IF THE AUTHORITY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PMA'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292 -3470 Section 22. No Third Party Beneficiaries. It is the intern and agreement of the Parties that this PMA is solely for the benefit of the Parties and participating municipalities under the Ordinance and no other party or entity shall have any rights or privileges hereunder, Section 23. Severability In the event a portion of this PMA is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective. Section 24. Administrator Indemnification° Additional Insured. a. The Authority will promptly request and obtain from its administrator, Renew Financial Group LLC, and any subsequent administrator, a separate indemnification agreement as to its actions and activities on behalf of the Authority concerning all of the subject matter of this Agreement for the benefit of the County and participating municipalities. The form of the indemnification agreement shall be approved by the County Attorney's Office, prior to the administrator assuming responsibilities for the Authority. b. The Authority will promptly request and obtain fi its administrator, Renew Financial Group LLC, and any subsequent administrator, and provide the County a certificate showing the County as an additional insured (except with respect to Professional Liability (E &O) for the coverages the Authority requires of its administrator, which are currently: I Worker's Compensation Employer's Liability Commercial General Liability Commercial Auto Liability Professional friability (E &O) Statutory $1,000,000 $ 1,000,000 per occurrence S 1,000,000 aggregate $1,000,000 combined single limit S 1,000,000 per occurrence $2,000,000 aggregate The statement or certificate evidencing the County is named as an additional insured (except with respect to Professional. Liability (E &O) will include a standard insurance industry statement prohibiting cancellation, termination, or modification of the policy or a reduction of coverage without first giving the County (as an additional insured) at least ten (10) days prior written notice of such proposed action (or in the case of Professional Liability (E&O), Renew Financial Group LLC shall provide written notice of cancellation). Section 2.5. Insurance by the Authority. Without waiving the right to sovereign immunity as provided by Section 768.28, Florida Statute, the Authority acknowledges to be self - insured for General Liability and Automobile Liability under Florida sovereign immunity statutes with coverage limits of 5200,000 Per Person and $300,000 Per Occurrence; or such monetary waiver limits that may change and be set forth by the legislature. In the event the Authority maintains third - party Commercial General Liability and Business Auto Liability in lieu of exclusive reliance of self - insurance under Section 768.28 Florida Statute, the Authority shall agree to maintain said insurance policies at limits not less than $500,000 combined single limit for bodily injury or property damage.. The Authority agrees to maintain or to be self - insured for Workers' Compensation & Employer's Liability insurance in accordance with Section 440, Florida Statutes. When requested, the Authority shall agree to provide an affidavit or Certificate of Insurance evidencing insurance, self- insurance and /or sovereign immunity status, which County agrees to recognize as acceptable for the above mentioned coverage. Compliance with the foregoing requirements shall not relieve the Authority of its liability and obligations under this PMA. Section 26. The venue of any legal or equitable action that arises out of or relates to this Agreement shall be in the appropriate state court in Monroe County, Florida. In any such action, Florida law shall apply. BY ENTERING INTO THIS AGREEMENT, THE AUTHORITY AND COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. IF THE AUTHORITY FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT OF THIS AGREEMENT AFTER WRITTEN NOTICE BY THE COUNTY OF VIOLATION OF THIS SECTION, THE AUTHORITY SHALE. BE LIABLE FOR THE REASONABLE ATTORNEYS` FEES AND COSTS OF THE COUNTY IN CONTESTING THE REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS SHALL BE AWARDED BY THE COURT IN ADJUDICATING THE MOTION. Section 27. Effective Date This PMA shall becorne effective upon the execution by the Parties hereto. 9 Section 28. 12elegation of Duty. Nothing contained herein shall be deemed to authorize the delegation of the constitutional or statutory duties of state, county, or city officers. Section 29, Fi . This lnterlocal Agreement shall be tiled by the Authority with the Clerk of the Circuit Court in Monroe County, Florida. Section 30, Nondiscrimination. County and the Authority agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement autornatically terminates without any further action on the part of any party, effective the date of the court order. The Authority agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) Title 1X of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1.685 - 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s.794), which prohibits discrimination on the basis of handicaps; 4) The Age: Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title V111 of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to tine, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Section 31. Captions The captions and section designations herein set forth are for convenience only and shall have no substantive meaning. Section 32. Attorney's Fees and Costs. The County and the Authority agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable; attorney's fees, court costs, investigative, and out -of- pocket expenses, as an award against the non - prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 10 Section 33. Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and the Authority and their respective legal representatives, successors, and assigns. Section 34. Adjudication of DiTutes or Disagreements, County and the Authority agree that all disputes and disagreements shall be attempted to be resolved by iricet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. Section 35. Coop,-ration. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and the Authority agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and the Authority specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Section 36. Covenant of No Interest, County and the Authority covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. Section 37. Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Section 38. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Section 39. Execution in Counted arts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the sarne instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. Section 40. Mutual Review, This agreement has been carefully reviewed by the Authority and the County, therefore this agreement is not to be construed against either party on the basis of authorship. [signature page follows] I? m Fm IN WITNESS WHERE OF, the Parties hereto subscribe their names to this Interlocal Agreement by their duly authorized officers, ATTEST: The Florida Green Finance Authority, a separate legal entity established pursuant to Section 163.01(7), Florida Statutes Secretary of the Authority Approved by Authority Attorney as to forrn and legal sufficiency By: Chair of the Authority lJ IN WITNESS WHEREOF, the undersin have caused this Non-Exclusive Interlocal Agreement to be duly executed and entered into as ofthe date first above written, (SEAL) Attest: Kevin Madok, Clerk and Comptroller BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY By: David Rice, Mayor Approved as to form: Pedro J, Mercado, Assistant County Attorney [SIGNATURE PAGE TO MEMBERSHIP AGREEMENT] 14 EXHIBIT "A" fNTERLOCAL AGREEMENT 15 SECOND AMENDED AND RESTATED INTERLOCAI., AGREEMENT FORMING THE FLORIDA GREEN FINANCE AUTHORITY This Interlocal Agreement (the "Agreement") is entered into between the Town of Lantana, Florida, a Florida municipal corporation ("Lantana") the 'Yown of Mangonia Park, Florida, a Florida municipal corporation. I "Originating ("Mangonia Park") (together the "Originating Parties") and those additional cities and counties that have and hereafter execute a Party Membership Agreement as defined herein, (the "Additional Parties") and that altogether comprise the Florida Green Finance Authority (the "Authority"). RECITALS WHEREAS, Section 163.01, F.S_ the "Florida Interlocal Cooperation Act of' 1969," authorizes local government UllitS to enter into interlocal aarecinerits for their mutual benefit, and t_1 WHEREAS, Lantana and Mangonia Park with the Additional Parties desire to enter into this Interlocal Agreement in order to establish the Florida Green Finance Authority as a means of implementing and financing a qualifying improvements program for energy conservation and efficiency improvements, and to provide additional services consistent with law; and WHEREAS, Section 163.08, F.S., provides that a local government may finance "qualifying improvements," including the type of improvements sought to be provided through this Agreement, via the levy and collection of voluntary non-ad valorem assessments on improved property; and WHEREAS, Sections 170.01, and 170.201, F.S. provide for supplemental and alternative methods of making local municipal improvements,, including the type of` "qualifying improvements" sought to be provided by this Agreement; and WHEREAS, pursuant to Sections 163.0 8, 170.0 1, and 170.201, 1`.S. and this Agreement, Lantana has created a "qualifying improvements" program entitled - RencwPACE", and WHEREAS, Section 163.01(7), F.S., allows for the creation of a *separate legal or r_1 administrative entity to carry out the purposes of an interlocal agreement for the mutual benefit of the governmental units, and provide for parties to the agreement to administer the agreement; and WHEREAS, pursuant to Section 163.01(4), F.S. a public agency of this state may exercise jointly with any other public agency of the state, an) power, privilege or authority which such of share in common and which each might exercise separately, and the Parties to this Agreement have legislative authority over property within their Jurisdictional boundaries; and WHEREAS, Section 166.021, F.S., authorizes iriunici pal i ties to exercise any power for municipal purposes, except when expressly prohibited by law, and Section 125.01 F.S. grants I zn counties the power to carry on county government to the extent not inconsistent with genera] or special law, and WHEREAS, Section 163.08, F.S., provides that property retrofitted with energy-related qualifying irriprovernents" receives a special benefit fi reduced energy consumption, benefits frorn the reduced potential for wind damage and assists in the fulfillment of the state's energy and hurricane irritigation policies and WHEREAS, Lantana and Mangonia Park together with the Additional Pat have determined that it is necessary and appropriate to establish various obligations for future cooperation between themselves and the Authority related to the financing of qualifying improvements within the Authority', and WHEREAS, this Agreement shall be administered pursuant to the terms and conditions herein and WHEREAS, Lantana, Mangonia Park and the Additional Parties have determined that it shall serve the public interest to enter into this Agreement to make the most efficient use of their powers by enabling them to cooperate on a basis of mutual advantage to provide for the financing of qualifying improvements within the Authority. NOW, THEREFORE, in consideration of' the terms and conditions, promises and covenants hereinafter set forth, the Originating Parties agree as follows: Section 1. Recitals Incorporated. The above recitals are true and correct and are hereby incorporated herein. Section 2. Purpo� . The purpose of this Agreement is to provide the most economic ZrI and efficient means of implementing a financing program for qualifying improvements on property owners' lands within the Authority's Servicc Area and to provide additional services consistent with state law. Section 3. Creation of the Authority. By execution of this Interlocal Agreement there is hereby created, pursuant to Section 163. 1, F.S. and Section 163.08, F.S., the Florida Green Finance Authority ("the Authority"), a separate legal entity and public body with all of the powers and privileges as defined herein. Section 4. Legal Auth ority/C on sent to Serve the Authority. The Authority shall have all the powers, privileges and authority as set forth below and as provided by Chapter 163, F.S., as necessary to accomplish the purposes set forth in this Agreement. By resolution of the governing bodies of the Originating Parties and as subsequently resolved by the Additional Parties, all powers available to the Authority under this Agreement and general law, including: t-, but not limited to, Chapters 125, 163, 166, 170, 189 and 197, F.S. may be implemented by the Authority within the Jurisdictional boundaries of all Parties. The Parties do hereby consent and agree to levy and collect voluntary non-ad valorem assessments on properties, either individually or collectively through the Authority as permitted by law, as may be more specifically 2 designated from t me -to -tine within their respective jurisdictions in accordance with the purposes of this Agreement and applicable law, to be repaid to the .Authority. The Parties may also delegate the power to the Authority to levy and collect voluntary non -ad valorem assessments on properties within their jurisdictions as permitted by law. The Authority shall not act, provide its services or conduct its activities within any Party's jurisdiction without the execution of'this Agreement and passage of a Resolution within that jurisdiction. Section 5. Definiti a. "Additional Parties" includes all cities and counties who execute a Party Men Agreement to become part of the Authority. b. "Authority Board" shall be the governing body of the Authority, comprised of representatives from all Parties as defined herein. C. "RenewPACE Program" is the qualifying improvements program authorized by Section 163.08, F.S., developed by the third party administrator for Lantana and other Parties who elect to participate. d. "Iuterlocal Agreement" or "Agreement" is defined as this Agreement including any amendments and supplements executed in accordance with the terms herein.. e. "Originating Parties" include the Florida local governments (as defined by Section 163.08:, F.S.) that are the original signatories to this Agreement. These are the Towns of Lantana and Mangonia Park. f. "Participating Property ()weer" is defined as a property owner whose property is located within the Service Area of the Authority and has voluntarily acquired financing from. the Authority. 9 "Parties" are any Florida local government (as defined by Section 163.08, F. S.) having the power to enter into interlocal agreements and which may, subject to the provisions of this Agreement, join in the efforts and activities provided for by this Agreement pursuant to Section 163.011, F.S. Any local government joining these efforts after the initial execution of this Agreement shall be known as an "Additional Party" or simply a "Party ". To become a Party to this Agreement. a local government shall execute a Party Membership .Agreement to the Florida Green. Finance .Authority in substantially similar form as the attached Exhibit 13 and passage of a resolution within that_jurisdietion. h. "(qualifying Improvements" are as defined in Section 163.018, F.S. in addition to any other improvements or services not inconsistent with state law. i. "Service Area" shall mean the geographic area comprising all of the jurisdictional boundaries of the Parties, except as such jurisdictional boundaries may be limited, expanded or more specifically designated, in writing with notice provided, from time to time by such Party or Parties, within the Florida Green Finance Authority as that area may be expanded or contracted in accordance with the provisions of this Agreement and the laws of the State of Florida. ,Section f. Repre oil the Authority Board The Originating Parties, and all Additional Parties upon joining the Authority through execution. of this Agreement, shall be represented by a member of the Authority Board as provided in Section 10 of thus Agreement. Section 7. Authority Boundaries and Service _ Area. The boundaries of the Authority shall be the legal boundaries of the local governments that are Parties to this Agreement., which boundaries may be limited, expanded or more specifically designated, in writing w ith notice writing wi provided, from tirric to time by a party. This is also the Authority's Service Area. Section 8. Role of the Authority. As contemplated in this Agreement, the Authority will uniformly facilitate and assist the Parties with any necessary actions to levy and collect voluntary non-ad valorem asscssments, or other legally authorized form of collection, on the beriefitled properties within the Authority's Service Area and with Securing the repayment of costs of qualifying improvements for those individual properties participating in the RencwPACJ Proorarn. Upon approval by the Authority of an application by a landowner - desiring to benefit then property, those properties receiving financing for Qualifying Improvements shall be assessed from time to 11ine, in accordance with the applicable law and/or financing documents. Notwithstanding a local povernmenCs termination of participation within this Agreement, those properties that have received financing for Qualifying Improvements shall continue to be a part of the Authority, until such time that all outstanding debt has been satisfied and the special assessments shall continue to be levied until paid in full for the applicable beriefitted property. Section 9. Powers of the Authori . ' Authority shall exercise any or all of the powers granted under Sections 163,01, and 163.08, F'.S., as well as powers, privileges or authorities which each local government might exercise separately, as may be amended from time to time, which include, without limitation, the following: a. To finance qualifying improvements within the Authority Service Area and to facilitate additional improvements or services consistent with law" including, but not limited to, acquiring, constructing, managing maintaining or operating buildings,, works or improvements; b. To make and enter into contracts in its own name; C. To enter into any interlocal agreement as necessary to exercise powers conferred by law: d. To appoint committees to assist with implementation of this Agreement C. To employ agencies, employees, or consultants; L To acquire, hold, lease or dispose of real or personal property; 9- 'To borrow money, incur debts, liabilities, or obligations which shall not constitute the debts, liabilities, or obligations of the Originating Parties or any of the Parties to this Agreement; h. To levy and collect assessments, or assist in the levy and collection of assessments, either as the Authority or on behalf of a Party as permitted by law; i. To adopt resolutions and policies prescribing the powers, duties, and functions of the officers ofthe Authority, the conduct of the business of the Authority, and the maintenance of records and documents of the Authority; j. To maintain an office at such place or places as It may designate within the Service Area of the Authority or within the boundaries of a Party; k. To cooperate with or contract with other governmental agencies as may be necessary, convenient, incidental, or proper in connection with any of the powers, 10 duties, Or Purposes authorized by Section 163.08, F.S., and to accept funding 11 local and state agencies; 1. To exercise all powers necessary, convenient, incidental, or proper in connection with any of the powers, duties, or Purposes authorized in Section 163.08, F. S.; M. To create and adopt any and all necessary operating procedures. policies, joanuals o► bylaws, M To maintain insurance as the Authority deems appropriate; 0. To apply for, request, receive and accept gifts, grants, or assistance funds froin any lawful source to support any activity authorized under this Agreement; and P. To exercise any powers or duties necessary to address carbon or renewable energy credits, or any other similar commodity that may come into existence, f the public benefits of the prograrn. Section 10. Authority Board. 'the Authority shall be governed by a seven (7) inernber Board of Directors. Only Parties, through their governing bodies, may appoint representatives to serve as an Authority Board Director. a. Initial Board Composition. The Initial Board shall be comprised of one Director appointed by the governing body ofeach Originating Party plus five (5) additional Directors to be appointed by the governing bodies of Additional Parties that join the Authority pursuant to paragraph M) below. Upon expiration of their terms as set forth in subparagraph c. of this section, the Initial Board seats shall be filled In the manner set forth below in subparagraph b. of this section. b. Rules pt e ncourage broad geographical and diverse � �A) (ji ent. To 9 _jurisdictional representation across the State, the Authority desires Dircetors from local governments both large and small. including cities and Counties representative of the diverse participating regions from throughout the State of Florida. To the extent that their application is practical, in terms of being able to establish a qL101 of Directors to conduct Authority business and in terms of the actual breadth of" the Authority*s Party membership at any given time the following rules of appointment shall apply to the selection of Directors: I ) Geographic Diversity. To the extent that the Authority has party members in each such boundary area, and to the extent practical, one (1) Director shall be appointed from among the Parties located within the boundaries of each of the five (5) water management districts as defined in Chapter 373, F.S. Additionally, following the expiration of the Initial Board term limit, and to L the extent practical, no more than three Directors frorn Parties located within the same water management district boundary should be seated to serve at the same time. 2) Population D►versit To the extent practical, the Board shall include one Director from a Party having a population of 500,000 or more residents. To the extent practical '_ the Board shall also include one Director frorn a Party having a population of less than 20,000 residents. 5 3) C�Jt LridLL) e resentation, To the extent practical, the Board shall be comprised of Directors representing at least three (3) cities and representing at least three (3) COLIMICS. 4) Originating Party Directors " ,-- A r��) t Lae Directors. Each Originating Party is entitled to a permanent Director seat at all times. In the event that an Originating Party does not appoint its Director, such seat shall becorne an "at- large" seat. The Board may include LIP to two (2) At Large Directors. When an at-laroe Director seat is established and becomes available, any Party that does not already have a representative on the Board may nominate a representative to be considered for an At Large Director seat. At Large Director seats shall each be filled by majority vote of the other five (5) Directors. When selecting an At Large Director from among the representative nominees. the Board shall consider the geographic, population, and county/municipal factors stated in the Rules of Appointment, together with the Order of Appointment set forth in paragraph b.5) as well as any other Eactors that they believe to be relevant in order to achieve and/or maintain diversity on the Board. 5) Order of Appgjgtrn�gn . As Additional Parties Join the Authority, their governing body receives the right (but not the obligation) to appoint a Board 1"� Z:1 inernber on a "first conic-first served" basis, within the parameters of paragraphs b.1) through b.4) above. A Party who has a sitting Director may 27� ,substitute that Director for another one from that local government jurisdiction any time upon notification to the Authority to serve out the remainder of a term. Each Party's right resets either after expiration oftheir Board 'Yerril, or after the Party is given the option of appointing a representative to the Board and chooses not to do so except f or or the Originating Party Directors as specified in paragraph b.4).. 6) ji.xpertisc of Directors. Parties shall strive to appoint Directors with expertise in finance, administration and/or special assessments. C. Director Term Limits. All Board of Director terms shall be three (3) years. However, in the event that successor Directors are not appointed to serve pursuant to tile parameters of P aragraphs b.1) through b.4) above, then the term limited Director may serve additional terms until a successor is appointed at the end of any such additional term. d. Officers. The Board shall be governed by a Chair. a Vice Chair. a Secretary and a Treasurer. The Chair shall preside at meetings of" the Authority, and shall be recognized as head of` the Authority for service of process, execution of contracts and other documents as approved by the Authority. The Vice Chair ;hall act as Chair during the absence or disability of the Chair. The Secretary, which officer role may be delegated to a member of Staff, shall keep all meeting minutes and a record of all proceedings and acts of the Board and shall be responsible for ensuring that Board meeting minutes are distributed to all Directors and Parties in 6 a reasonable time period after the sub ' ject rneetin The Treasurer, which officer role may be delegated to a member of Staff., sliall be responsible for managing and presenting the Authority Budget, ' Chair and Vice-Chair shall be elected frorn the current Board membership and all officer terms shall be set as one (1) year terms and shall commence on October Is of each year. The Board shall re- organize no later than September 30 for the subsequent fiscal year. Board Powers and Duties, The Authority Board shall act as the governing body of the Authority and shall have, in addition to all other powers and duties described herein, the following powers and duties: I ) To fix the time, and detert policies and orders of business for meetings, the place or places at which its meeting shall be held, and as set forth herein, to call and hold special meetings as may be necessary. L- 2) To make and pass policies, regulations, resolutions and orders not inconsistent with the Constitution of the United States or of the State of Florida, or the provisions of this Agreement, as may be necessary for the governance and management of the affairs of the Authority, for the CXCCLItI0u of the powers, obligations and responsibilities vested in the Authority, and for carrying into cfl`ect the provisions ofthis Agreement. 3) To adopt bylaws or rules of procedure, or amend those initially adopted by the Originating Parties. 4 To fix the location of the principal place of` business of the Authority and the location of offices maintained thereunder. 5) To create any and all necessary offices in addition to Chair, Vice-Chair, Secretary and Treasurer: to establish the powers, duties and conipensation of all employees or contractors: and to require and fix the amount of all non-ad valorem assessments and/or fees necessary to operate the Rene =PACT: Program. 6) To select and ernploy Such employees and executive officers as the Authority Board deems necessary or desirable, and to set their compensation and duties. 7) To employ or hire such attorneys as it deems appropriate to provide legal advice and/or legal services to the Authority, and to employ and hire such other Consultants as it deems appropriate through any procedure not inconsistent with law. 8) As applicable and available, nothing herein shall limit the Authority's ability to pursue actions or remedies pursuant to Chapter 120, F. S. f. Resigmation. Any Director may resign frorn service upon providing at least thirty (30) days written notice pursuant to Section 27 of this Agreement, to the ALIthority Board Secretary. Such notice shall state the date said resignation shall take effect. Additionally, any Authority Board Director who is absent for three (3) Authority Board meetings within any given year, unless excused by majority vote of the Board, may, at the discretion of the Board. be deemed to have resigned 17 from the Authority Board. Any Director who resigns shall be replaced in accordance with the Rules of` Appointment set forth in subparagraph (b ' ) above, Any resigning Director shall turn over and deliver to the Authority Board Secretary all records, books, documents or other Authority property in their possession or Under their control. If extenuating circumstances require appointment of an interim Director necessary to enable the Authority to operate an interim Director may be appointed by majority vote of the Authority Board until Such time as a permanent Successor can be seated. 9. Board Compensat ,,Expenses. Authority Board Directors, as representatives of the local ooveriurient Parties to this Agreement, shall serve. without compensation. 1 Reasonable travel or Authority-related expenses for Authority Board Directors shall be reimbursable as permitted by Florida law. Section 11. Meetings of the Authority Board. a. Within thirty ('30) calendar days of the creation of the Authority, or sooner if feasible, the Originating Parties shall hold an organisational meeting to appoint L_ C� oftlicers and performs other duties as required under this Agreement. b. There shall be an Annual Meeting of the Authority. The annual statements shall be presented, and any other such matter as the Authority Board deerris appropriate may be considered. C. The Authority Board shall have regular, noticed, quarterly meetings at such times and places as the Authority Board may designate or prescribe. In addition, special meetings may be called, from time to time, by the Authority Board Chair., or by a majority vote of the Authority Board. A minimum of 24 hours notice to the public and all Authority Board Directors shall be given for any special meetings. d. In the absence of specific rules of procedure adopted by the Authority Board fior the conduct of its meetings. the fundamental principles of parliamentary procedure shall be relied upon for the orderly conduct of all Authority Board meetings. t__ Section 12. Decisions of the Authority Board. A quorum of the Authority Board shall be required to be present at any meeting in order for official action to be taken by the Board. A ma ' jority of all quorum. Board Directors shall constitute a quoru. A quorum may be established by both in person attendance and attendance through communications media technology, as allowed by state law, and pursuant to policy adopted by the Board. It is the desire and intent of this Agreement that decisions made by the Authority Board shall be by consensus of the Board. However, if a consensus is not achievable in any particular instance, then a majority vote of the quorum of the Authority Board shall be required to adopt any measure or approve any action, unless otherwise provided herein. Section 13. Authority Staff and Attorney. The Authority's administrative functions shall be carried out on a day-to-day basis by the "Third Marty Administrator and its subcontractors in accordance with the Administration Services Agreement attached as Fxhibit A. as it may be updated and amended from time to time noticed to all Parties to this Agreement. The Third- Party Administrator shall be delegated with all duties necessary for the conduct of the W 8 Authority's business and be delegated with the exercise of the powers of` the Authority as provided in Section 163.01. and Section 16 8, F.S. The Authority may also hire legal counsel to serve; as its General Counsel. Section 14. Authorized O fficial . The Authority Board Chair or its designee shall serve as the local official or designee who is authorized to enter into a financing agreement, pursuant to Section 16 3.08(8), F.S., with property owner(s) who obtain financing through the Authority. Section 15. Addi Parties With the express goal of expanding to offer services to all Florida local governments, the Originating Parties to this Agreement support and encourape the participation of Additional Parties as contemplated herein. Section 16. Funding, the Init ial Pr o�, , ra n. Fundino for the Authority shall initially be ti grant fiends or other funds acquired by the Originating Parties and/or Additional Parties. For the initial establishment of the Authority, contributions can be made to the Authorit as permitted by law. Section 17. Debts of t he Authority are Not Obli ations of an41 I'artie s Pursuant to Section 163.0] (7), F.S. the Authority may exercise all powers in connection with the authorization, issuance:, and sale of bonds or other legally authorized rnechanisrns of finance. Any debts, liabilities, or obligations of the Authority do not constitute debts, liabilities or obligations of the Originating Parties or any Additional Party to this Agreement. Neither this Agreement nor the bonds issued to further the prograrn shall be de:erned to constitute a ,general debt, liability, or obligation of or a pledge of the (faith and credit of any other Party to this Agreement. The issuance of bonds as contemplated by this Agreement shall not directly, indirectly, or contingently obligate any Party to this Agreement to levy or to pledge any form of. taxation whatsoever therefore, or to make) any appropriation for their payment. Section 18. Annual Budget. a. Prior to the beginning of the Authority's fiscal year, the Authority Board will adopt an annual budget. Such budget shall be prepared in the manner and within the time period required for the adoption of a tentative and final budget for state~ governmental agencies Pt,rnsuant to general law. 'I`he Authority's annual budget shall contain an estimate of receipts by source and an itemized estimation of expenditures anticipated to be incurred to meet the financial needs and obligations of the Authority. b. The adopted Budget shall be the operating and fiscal guide for the Authority for the ensuing Fiscal Fear. c, The Board may from time to tirne amend the Budget at any duly called regular or special meeting. Section 19. Deports a. Financial reports: The Authority shall provide financial reports in such form and in such manner as prescribed pursuant to this Agreement and Chapter 218, 9 F. S. Both quarterly and annual I reports of' the Authority shall be completed in accordance with generally accepted (ioverninent Auditing Standards by an independent certified public accountant. At a minimum, the quarterly and annual reports shall Include a balance sheet, a statement of revenues, expenditures and changes in fund equity and combining statements prepared in accordance with generally accepted accounting principles. accounting b. Operational reports: The Authority Board shall Cause to be made at least once every year a comprehensive report Of its operations Including all matters relating to Ices, costs, projects financed and status of all funds and accounts. C. Audits: The Authority shall be subject to, and shall cause to be conducted: (i) all independent financial audit and (11) an independent perl'ormance audit performed in accordance with generally accepted accounting practices and as applicable by state law. d. Reports to be public records: All reports, as well as supporting documentation Such as, but not limited to, construction, financial, correspondence, instructions, memoranda, bid estimate sheets, proposal documentation, back charge documentation,,, canceled checks, and other related records produced and maintained by the Authority, its employees and consultants shall be deemed public records pursuant to Chapter 119, F.S., and shall be made available for audit. review or copying by any person upon reasonable notice. Section 20. Bonds. The Authority Board is authorized to provide, from time to time, for the issuance of' bonds, or other legally authorized fonn of finance, to pay all or part of the cost of qua] 1 fyin" ill provements in accordance with law, Sectio 2 1. Schedule of Rates and Tees. a. Upon the creation of the Authority as set forth in this Agreement the Authority Board shall establish a schedule of rates, Ices or other charges for the purpose of making the Authority a self - sustaining; district. There shall not be any obligation on the part of the Originating Parties or any Additional Parties for financing contributions. The Authority shall not be authorized to create or distribute a profit. This shall not, however, prevent the Authority frorn establishing reserves I'm unanticipated expenses or 161 future prqjects in keeping with sound, prudent and reasonable operation of' the Program within industry standards or ftorn fulfilling, any other requirements imposed by bond financings, other financial obligations or law. Nor shall this prevent the Authority from incurring costs Such Z__ - incurring t7l as professional fees and other costs necessary to accomplish its purpose. The Authority Board shall fix the initial schedule of rates, fees or other charges for the use of and the services to operate the RenewPACIEI Program to be paid by each participating property owner consistent with Section 163.08(4), F.S. b. The Authority Board may revise the schedule of rates, fees or other charges froin time to time; provided how g ever, that Such rates- fees or chares shall be so fixed and revised so as to provide sums, which with other funds available for such Purposes, shall be sufficient at all times to pay the expenses of' operating and inaintainino the RenewPACE" Program. This shall include any required reserves Z a for such purposes, the principal of and interest on bonds, or other financing method, as the sank shall become due, and to provide a margin of'saf'cty over and above the total amount 01' any such payments, and to comply fully with any covenants contained in the proceedings authorizing the issuance of any bonds or other oblh of the Authority. C. 'Tile rates, fees or other charges set pursuant to this section shall be just and equitable and Uniforril for users and, where appropriate, may be based upon the size and scope of the financial obligation undertaken by a Participating Property Owner. All such rates, fees or charges shall be applied in a non-discretionary trianner with respect to the Participating Property Owner's geographical location within the Authority's Service Area. No rates, fees or charges shall he fixed or Subsequently arriended under the foregoing provisions until after a public hearing at which all the potential participants in the Program, and other interested persons, shall have all opportunity to be heard concerning the proposed rates, fees or other charges. Notice of' such public hearing setting forth the proposed schedule or schedules of rates, fees or other charges shall be provided in accordance with Chapter 163 and Chapter 197, F.S. d. The Authority shall charge and collect such rates, fees or other charges so fixed or revised, and such rates, fees and other charges shall not be subJect to the supervision or regulation by any other commission, board, bureau, agency or other political subdivision or agency of the county or state. e. In the event that any assessed fees, rates or other charge for the services and financing provided by the Authority to Participating Property Owners shall not be paid as and when due, any unpaid balance thereof,, and all interest accruing thereon, shall be a lien on any parcel or property affected or improved thereby. Pursuant to Section 16 7.08(8), F.S., such lien shall constitute a lien of equal dignity to county taxes and assessments from the date of recordation. In the event that any such 1"ee, rate or charge shall not be paid as and when due and shall be in default for thirty (30) days or more, the unpaid balance thereof', and all interest accrued thercon together with attorney's fees and costs. may be recovered by the Authority in a civil action, and any such lien and accrued interest may be foreclosed and otherwise enforced by the Authority by action or stilt in cquitv as for the foreclosure of a mortgage on real property. Section 22. Disbursements. Disbursements made on behalf of" the Authority shall be made by checks drawn on the accounts of the Authority. Section 23. Procurement; Program Implementation and Administration. The Authority shall be administered and operated by a Third Party Administrator ("'I"PA") who shall be responsible for providing set to the Authority for the design, implementation and administration of the ReneNvPACE Program. The ng Originati Parties and all Additional Parties Originating understand and acknowledge, and the Town of Lantana represents and warrants that, the procurement for the initial TPA was pci in accordance with its adopted procurement procedures. Pursuant to said procurement procedures, "EcoCity Partners, L was hired as the TPA. The "Florida Green Energy Works Program Administration Services Agreement" between Lantana and EcoCity Partners, LX is attached hereto as Exhibit I and is hereby incorporated by reficrence. The initial Florida Green Energy Works Program Administration Services Agreement., as amended. was assigned by the Authority to RenceN Funding LLC on March 10, 2016.. Section 24. Term. This Interlocal Agreement shall remain in full force and effect from the date of its execution by the Originating Parties Until Such time as there is unanimous agreement of the Authority Board to dissolve the Authority. Notwithstanding L , the foregoing, dissolution of the Authority cannot occur unless and until any and all outstanding obligations are repaid; provided, however, that any Party may terminate its involvement and its participation in this Interlocal Agreement upon thirty (30) days' written notice to the other Parties. Should a Party terminate its participation in this friterlocal Agreement,, be dissolved, abolished, or otherwise cease to exist, this Interlocal Agreement shall continue until such time as all remaining Parties agree to dissolve the Authority and all special assessments levied upon Participating Property Owners properties have been paid in full. Section 2-5. Consent. I execution of this Interlocal Agreement, as authorized by the government body of the Originating Parties and any Additional Party shall be considered tile Pat consent to the creation of the Authority as required by Sections 163.01 and 163.08, F.S. Section 26. Limits of liability. a. All of the privileges and immunities frorn liability and exemptions from law, ordinances and rules which apply to municipalities and counties of this state pursuant to Florida law shall equally apply to the Authority. Likewise, all of the privileges and inirriunities from liability; exemptions from laws, ordinances and C, rules which apply to the activity of officers, agents, or employees of'counties and municipalities of this state pursuant to Florida law shall equally apply to the officers, agents or employees of the Authority- b. The Originatlin Parties and all Additional Parties to this ,agreement shall each be individually and separately liable and responsible for the actions of their own officers, agents and employees in the performance of their respective obligations Under this Agreement pursuant to Chapters 768 and 163, F.S. and any other applicable law. The Parties may not be held jointly or severally liable fir the actions of officer or employees of the Authority or by any other action by tile Authority or another member of the Authority and the Authority shall be solely liable for the actions of its officers, employees or agents to the extent of the waiver of sovereign Immunity or ]imitation on liability provided by Chapter 768, F. S. Except as may be otherwise specified herein, the Parties shall each individually defend any action or proceeding brought against their respective agency under this Agreement, and they shall be individually responsible for all of their respective costs, attorneys` fees, expenses and liabilities incurred as a result of any such claims, demands, suits, actions, damages and causes of action, including the investigation or the defi ense thereof. and from and against any orders, judgments or decrees which may be entered as a result thereof The Parties shall each individual]) maintain throughout the term of this Agreement any and all applicable insurance coverage required by l"lorida law for 12 governmental entities. Such liability IS Subject to the provisions of law. including the limits Included in Section 768.28, F.S., which sets forth the partial waiver of' sovereign 111111ILinity to which governmental entities are subject. ft is expressly understood that this provision shall not be construed as a waiver of any right or del that the parties have under Section 768.28, F.S. or any other statute. Section 27. Notices. Any notices to be given pursuant to this Interlocal Agreement shall be In writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as 1ederal Express), or certified U.S. mail, return receipt requested. addressed to the Party for whom it is intended., at the place specified. "Hie Originating Parties designate the 1`61lowing as the respective places for notice purposes: Lantana: Town Manager Town ol"Lantana 500 Greynolds Circle Lantana, Florida 33462 With a Copy to: Lohman Law Group. P.A. 601 Heritage Drive, Suites 232-232A Jupiter, Fl. 33458 Attn: IZ. Max Lohman,, Esq. Mangonia Park: Town Manager Town ofMan-onia Park 1.755 East "Tiffany Drive Mangonia Park. Florida 33407 With a Copy to: Corbett, White, Davis and Ashton, P.A. I I I I Hypoluxo Road, Suite 207 Lantana, Fl. 33462 Attn: Keith W. Davis, Esq. Section 28. Filling. It is agreed that this Interlocal Agreement shall be filed with the Clerk of the Court of Palm Beach County, as required by Section 163.01(1 1), F.S., and may be filed in subsequent Jurisdictions pursuant to the appropriate process of public record filing in that particular jurisdiction. Section 29. Joint Effort, The preparation of this Interlocal Agreement has been a Joint effort of the Parties hereto and the resulting document shall not, as a matter of judicial construction, be construed more severely against any one party as compared to another, Z__ Section 30. Execution in Counterparts. ]'his Interlocal Agreement may be executed in counterparts which shall be in original forrn all of'which, collectively, shall comprise the entire Interlocal Agreement, 13 Section 31. Merget, Amendments. This Agreement incorporates and includes all prior negotiations, correspondence, agreements or understandings applicable to the matters contained herein; and the Parties agree that there are no commitments. agreements or understandlil()s concenling the SLIbjeCt matter of this Agreement that are not Contained ill tills document. Accordingly, the Pat agree that no deviation from the tern hereof shall be predicated upon any prior representations or agreements whether oral or written. It is further agreed that no change, amendment, alteration or modification in the terms and conditions contained in this Interlocal Agreement shall be ef'l'cct]Ve unless contained in a written document that is ratified or approved by Lit least seventy-five (75%) of the Parties to this Interlocal Agreement, which ratification or approval shall be expressed in writing by such Party and delivered to the Authority in a form upon which the Authority call rely, and the Authority has rriade a finding to that effect in the manner specified in Section 12 of this hiterlocal Agreement. Section 32. Assignment. The respective obligations of the Parties set forth in this I Interlocal Agreement shall not be assigned, in whole or in part, without the written consent or the other Parties hereto. Section 33. Records. The Parties shall each maintain their own respective records and documents associated with this Interlocal Agreement in accordance with the requirements 1`6r records retention set forth in Florida law. Section 34. Compliance with Laws. In the performance of tills Agreement, the Parties hereto shall comply in all material respects with all applicable f ederal and state laws and regulations and all applicable county and municipal ordinances and regulations. Section 35. Governing I t> ,, -aw and Venue. "I'his Interlocal Agreement shall be governed, construed and controlled according to the laws of the State of Florida. Venue for any claim, objection or dispute arising out of the terms of this Interlocal Agreement shall be proper Z_ exclusively in Palm Beach County, Florida. Section 36. Severability. In the event a portion of this Interlocal Agreement is found by a court ofcorripetent Jurisdiction to be invalid, the remaining provisions shall continue to be effective to the extent possible. Section 37. Effective Date and joindeij by /'authorit "This Interlocal Agreement shall become effective upon its execution by the Originating Parties. It is agreed that, upon the formation of the Authority, the Authority shall thereafter loin this Interlocal Agreement and that the Authority shall thereafter be deeiried a Party to this Interlocal Agreement. Section 38. No Third Party _Rig�,h , ts. No provision in this Agreement shall provide to any person that is not a party to this Ag reement ' reement any remedy, claim, or cause of action,, or create any third-party beneficiary rights against any Party to this Agreement. Section 39. Access and Audits. Palm Beach County has established the Office of Inspector General in Article VIII of the Charter of Palrn Beach County, as may be amended, which is authorized and empowered to review past, present and proposed county or municipal 14 Contracts, transactions. acCOLInts and records. The Inspector General has the power to subpoena witnesses, administer oaths and require the prodUC11011 of records, and audit, investigate, monitor, and inspect the activities ol'PaIrn Beach ('OU11tV, its officers., agents, employees, and lobbyists, as well as the activities of all municipal ]ties In the county, and their officers, agents, ernployces, and lobbyists, in order to ensure compliance with contract requirements and detect corruption and fraud. Failure to cooperate with the Inspector General or interf'crence or impeding any investigation shall be in violation of Chapter 2, Article X111 of the Palm Beach County Code of Ordinances. [Remainder of'pauc intentionally left blank.] IN IN WZ"l.'NE NVI- liEREOF, the Originating Parties hereto have made and exeCLItccl this Interlocal Agreement on this ! "day c�1' - ' 2016- ._ B Y : Town Clerk (Affix `fawn Sea]) Approved by Town own Attorney as to term and legal sufficiency BY. Approved by `!'own Attorney as to forni and legal sufficiency of'l.antana, a municipal at on of the State offloric a "fawn of Mangonia Pai corporation poration cif the r ( 13 y: 16 ovnA 'i municipal offlorlda. ['own Manager NON-EXCLUSIVE KNTERLOCAL AGREEMENT RELATING TO THE FUNDING AND FINANCING OF QUALIFYING IMPROVEMENTS BY THE FLORIDA PACE FUNDING AGENCY This non-exclusive Interlocal Aareement is nuxjc and entered into as of' , 2018r^(mterlocm Aureconcn(l, by and bc|vvtco Monroe County, Florida, ( and the Florida PACE Funding Agency, m separate legal entity and pob6iu hndv and unit of local gmvermmnomt established pursuant to Section 163.0](7), Florida Statutes. ("Agency"), by and through then respective governing bodies. The purpose m[ this Agreement imto better secure, in on efficient and ooiforno nnuuncr, for local property owners (au hereinafter defined) the privileges and benefits provided for herein and by law, and particularly by Section l03.O8,BoridwStatutes. as amended ("PACE Statute"'), relating to the voluntary determination by mQicicd pnoper1v owners to obtain and finance certain improvements to property for energy effioieocy, ncnevvuh}c energy or wind resistance. WHEREAS, Section 163.01, Florida Statutes, kuuv/n as the "Florida ]nto1uo/| Cooperation Act nfl909" authorizes local governments to make the most efficient use oftheir powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities that will harmonize geographic, ccomurnic, Population and other factors influencing the needs and development of local uoronnuoides�and WHEREAS, Part [ of Chapter 16- Florida Statutes, permits pub|iouvcmuieo as defined therein to enter into imtmr|ucm| agreements with each other to jointly exercise any power, privi|e-c or authority which such agencies share in common and which cacti might exercise separately and WHERE/&S, Section 163.03 Florida Statutes, {~PACE S[otu(o") authorizes Dmnmcimg of qmu|i[viog innprovcnocotm through uSnceoueotm for property to be au6icul to m voluntary, non-ad vmKun:nm special assessment process as the nupuycnen1 nocchuoionn, commonly known as Property Assessed Clean Energy ('^P/\CE WHEREAS, the City of Kissimmee and Fl0g|cr County entered into an }oter|oua| /\grccmocut <^"!mtcdocu| &grccrneoi"), establishing the Florida Pace Funding Agency as o noounx of implementing and �omncim� o gmo|ifv�n� improvements prn�roon fbr cncr�y and water uuuxcrvodom and e0loiemuy, renewable energy and wind-resistance imprwvenmcmto, and to provide additional services consistent with law, attached au Exhibit A. and WHEREAS, on March 21, 2010, the Monroe County Board of County Commissioners adopted the Monroe County Property Assessed C|cmm Energy Ordinance (PACE) ("Ordinance"), and provided for certain consurner protections and requirements for PACE Providers: and WHEREAS, the County is C011CUrrently adopting , a Resolution authorizing the Agency to provide PACE financing and Dundim� with property owners for qualifying improvements within the County, in accordance with the PACE Statute and the Ordinance; and WHEREAS, the Parties have determined that entering into this Inict A� is 1 Z7 in the best interest and welfare ofthe property owners within the County. NOW, THEREFORE. in consideration of the terms and conditions, promises and covenants hereinafter set forth. the Parties agree as follows: Elftlarlon DEFINITIONS AND CONSTRUCTION SECTION 1.01. DEFINITIONS. AS used in this Agreement, the following terms shall have the rneaninos as defined unless the context requires otherwise: "Agency" shall rnean the Florida PACE f-unding Agency, a separate legal entity and Public body and unit of local government, and also characterized as a special purpose local government. "Agency Charter Agreement" or "Charter" shall nican, unless the context otherwise requires. the separate interlocal agreement which created and established the Agency, including any amendments. Supplements or restatements thereto executed and delivered in accordance with the terns thereof'. "Agency's Program" shall mean the activities of the Agency to provide financing for qualifying iniprovernClitS undertaken within this State. "Board of Directors" shall mean the governing body of the Agency. "County" shall rnean Monroe County, a political subdivision of the State of Florida. "Financing Agreement" shall mean the financing agreement or the summary iiiernorandl,1111 Of' Such agreement the property owner signs establishing terms and conditions for the financing of' qualifying improvements which is required to be recorded in the public records pursuant to the PACE Statute, "Financing Documents" shall rnean the resolution or resolutions duly adopted by the Agency, as well as any indenture of trust, trust agreement, interlocal agreement or other instrument relating to the issuance or security of any bond or obligations of the Agency and any agreement, pursuant to which the property owners obtain access to funds provided by the Agency. "Interlocal Agreement" shall mean this interlocal agreement executed under the auspices of Section 16' ).0 1. Florida Statutes, known as the "Florida interlocal Cooperation Act of 1969", or if the context requires., a sit interlocal agreement between the Agency and any municipality, County or other government or separate legal entity permitted by the PACE Statute to enter into financing agreements as provided for therein. This Agreement simply presents a means of coordination and communication arriong local governments as the Agency serves and makes available, in a non - exclusive manner, funding and financing of qualifying improvements by the Agency to interested private property owners in the manner provided by law. "Obligations" shall rnean a series of bonds, obligations or other evidence of indebtedness. including. but not limited to, notes, commercial paper. certificates or any other obligations of the Agency issued pursuant hereto. or under any general law provisions, and pursuant to the financing documents. "I'lie term shall also include any lawful obligation conin to by the Agency Or P1,11 to an interlocal agreement with another .governmental body or agency and/or warrants issued for services rendered or administrative expenses. "Ordinance" shall mean the Monroe County Property Assessed Clean Energy (PACE) Ordinance, -afid as codified. "PACE" is an acronym for the colloquial financing concept commonly referred to as property assessed clean energy in Florida, the name or acronvin PACE "' is derived from the provisions of general law related to financing energy efficiency, renewable energy and wind resistance improvements addressed by the Ordinance. and encouraged by the Legislature in Section 163.08, Florida Statutes, which is entitled - supplemental authority for improvements to real property." "PACE Statute" sometimes called the "Supplemental Act", shall mean the defined tern general law provisions, and additional and supplemental authority described in Section 163.08, Florida Statutes. as amended. "Participating Municipalities" shall mean all municipalities that have not adopted an ordinance governing any or all of` the Subject matter of the Ordinance, regardless of the tirne of passage of the I - IlUnicipal ordinance. "Pledged Funds" shall mean (A) the revenues derived froin special assessments and other moneys received by the Agency or its designee relating to same portion thereof, (B) until applied in accordance with the terms of the financing documents, all moneys in the funds.. accounts and sub-accounts established thereby, including investments therein. and (C) Such other property, assets and moneys of the Agency as shall be pledged pursuant to the financing documents; in each case to the extent provided by the Board of Directors pursuant to the financing documents. The Pledged funds pledged to one series of obligations may be different than the Pledged funds pledged to other series of obligations. Pledged funds shall not Include any general or performance assurance fund or account of the Agency. "Property Owner" shall mean, singularly or collectively as the context requires, all of the record owners of real property sub ect to a financing agreement the Agency. y J z- - -Qualif`ying Improvements" includes energy conservation and efficiency, renewable energy, and wind resistance improvements as defined by the PACE Statute. as may be amended by law. "Special Assessments" shall mean the non-ad valorem assessments authorized by the PACE Statute and levied by the Agency on property owned by a property owner to fund the costs of qualifying 1111proverrients. SECTION 1.02 CONSTRUCTION. (A) Words innpor1in'y dhc singular mmcnher sbu| include the p|mmal in each case and vice versa, and words import persons sbu| include firms arid corporat The terms ^^hcruim, "hereunder," ^^hcpcby, ^^henrAo," "hereof." arid any sirni|ur b:nma, yhu|U refer to this Agreement', the term "heretofore" shall nmcuo before the date this Agreement iscxeuutcd� arid the term "hereafter" shalI mean after the date this Agreement is executed. (B) Each recital, covenant. agreement. representation and warranty made byyparty herein shall be fairly deenucd to be nna1eciu| and to have been relied oil by the other party 0o this Agreement. Both parties have ]ndcpcodcody reviewed this Agreement with their own counsel arid oovommn( that the provisions bcrcot'sha|| not be construed for or against either the County or the Agency hI reason o1"umcbwnbip. SECTION 8.83. SECTION HEADINGS. Any headings preceding the texts of the several or1iulcm and xumbonn u[ this im|ur|nca} /\grcerricni and any table of' uom<rmta or marginal notes appended to copies hereof' shall be solely for convenience of reference arid ubo|| neither Constitute a part of this Agreement nor affect its meaning. construction or effect. that: SECTION 1.04. FINDINGS. It is hereby ascertained, determined arid declared (A) The State Legislature has determined there is a compelling state inte in enabling private property owners to vo|uotar|y finance qUalifying improvements with |uou government assistance. The actions authorized 6v the PACE Statute. Including the financing of qualif improvcmemts through dhc execution of finoucim�l agreements and the cm!a&d innpouilion of special mamessrocm1, have been determined by the Legislature as reasonable and necessary fbrtbe prosperity and vvc|1bre of the State., arid its property owners arid inhabitants. /8\ 'File Agency has provided to the Count), m binding Final Judgment arid its governance Charter which both expressly evidence the Agency is distinct from the County and that the County ohu]| not in any manner be obligated to pay mnY dchle, obligations ur liabilities arising as m result mf any actions of the Agency or i1sugemts. and the Agency has no independent power to obligate the County or ally municipality within 1bc County served by the Agency. (C) Nothing in this Agreement does, nor shall be construed to empower the Agency 1m obligate or foist any liability upon the County, in any raumuor, vvi1boni the express written permission of both parties: and no such permission is included in this Agreement. (Z)) The availability of the nan-exu|moiVcfinancing prngruno offered hy the Agency (without cost \n, ossunmption of liability by or dcrnamd upon the credit of the County or any participating Municipality) arid tile voluntary participation in the Agency's Omuooiug program by property owners provides all alternative financing option to private property owners who choose 1u finance and repay the costs Tu provide arid install qualifying improvements. (E) The Agency is authorized by law arid Pursuant to tile provisions ofthe PACE Statute to undertake this financing service and associated activities to interested property owners. (F) This /kormenoeu1 provides m 000poradivc, in1erocuL aftcnna1h/c auppiconoUu| and noo-ezduoive means to encourage and achieve, infer inmnomdimic |ucuU economic development iu o noammcr provided by the 1.ug[o|o1unc, provide for local commerce and job creation, as well as achieving the compelling State interest and public purposes described in the PACF Statute. IMPLEMENTATION OF/kCOMPELLING STATE AND LOCAL INTEREST (A) The execution hereofhas been duly authorized by the resolution OfthC governing bodies of each party hereto, (B) Thc Agency by this cn1 is approved to mervc, to provide its lawful services, and lawfully conduct its affairs within the County iu accord with npp]ivab]cgeocru| law and local legislation, SECTION 2.02. CREATION OF STATE, COUNTY OR MUNICIPAL DEBTS PROHIBITED. The /\grouy ohull not he enupovvered or authorized in any manner to create m debt against the Count). or any partlCipatifIg Municipality and may not pledge the full faith and credit of the Coumty or any participating rouuiuipu|by. All revenue bonds or debt ob]igodmmo of" the Agency abu|| contain on the face thereof ustatement to the cffieui that the State, CounN. or any participating mnumicipm|i1y, shall not be obligated to pay the uunoe or the interest and that <hcy are only payable from Agency revenues or the portion thereof for which they are Issued and that neither the Ou|| faith and credit nor the taxing puvvcr of the Cnunty or any participating nmumimipa|ity_ is pledged to the payment of' the principal of' orthe interest on such bonds. The ionmoncc Wrcvcnuc or refunding bonds Under the provisions oflaw, the Charter Agreement, or any other agreement shall not directly or indirectly or contingently obligate the Couo\y, or any participating municipality, to levy ortu pledge any form of ad vu|urunn taxation Or Other County, or any participating municipality, revenues or to make any appropriation for their payment. 13 11 rsleKll a HOW (A) The Board of Directors necessarily must adopt or authorize from time to time bv resolution much ru1es, fees or other churucs ("or the provision ofthc services of the Agency to be paid bythe property owner pursuant 1oa financing agreement described inthe PACE Statute, (B) Such rates, fecxand charges shall be adopted and revised sousto provide moneys which, with other funds available for such purposes, shall be at least Sufficient atall times to pm} the cx9cmsea nfadozinisLcrini� rnunugimg, and providing for the services and m&nuimixirudom of the mcdvidca of the Agency. 10 pay costs and expenses provided for by law or the Charter Agreement and the financing docmcncot4 and to pay the principal and interest on the obligations ox the sunnc ahm|/ buuunoc due and reserves therefore, and 1nprovide for necessary administration and ncuaonob|c margin of" safety over and above the total unnnuni of such payments, Notwithstanding any other provision in the Charter /\-rucmneo\ or this /\� Such rates, fees and charges yba8] not exceed a rate of interest greater than the equivalent of 18 pon:cmt per annum simple interest either directly or indirectly, and always be sufficient to comply fully with any covenants contained in the financing documents, (C) Such rates, fees and charges may vary frOill jurisdiction to _jurisdiction, but shall be gust and equitable and uniform at the erne of jillposition for the Property Owners within the same class, or within each subscribing local governmental jurisdiction, and may be based upon or computed upon any factor (including. by way of example and not limitation, competitive or market conditions, distinguishing between residential and non-residential properties or uses., distinguishing between variable costs of administrative services and local government cooperation over time) or conibination of Factors affecting the demand or cost of the services furnished or provided to administer the services and affairs of the Agency as may be determined by the Board of Directors from time to tirne. SECTION 2.04. FINANCING OF IMPROVEMENTS TO REAL PROPERTY; COLLECTION OF ASSESSMENTS. (A) Program Guidelines: The Agency's Program to be offered in the County and participating municipalities will comply with prograrn guidelines and consumer protections set Forth in the Ordinance, as may be amended from time to time. The pat concur that at the time of execution of this Agreement, the Agency's program guidelines and consumer protections are consistent with the Ordinance. However, if there is a conflict between the Agency's Program and the Ordinance, the Ordinance shall prevail. (B) Any financing assistance for qualifying improvements pursuant to the PACE Statute shall be conducted solely between the Agency and an interested private property owner. done pursuant to general law and the Ordinance. and shall not be Construed to be the legal, financial or administrative responsibility Of tile County or participating municipalities in any manner whatsoever. (C) This Agreement provides for accomplishment of a compelling state interest. recognizes and carefully encourages unif'orm and scalable processes statewide to finance energy conservation and efficient, renewable energy. and wind resistance improvements to real property, and is intended to create local econornic development and local employment. Even though this Agreement affords service to interested private property owners who voluntarily desire to take advantage of and use the Financing and supplemental authority for improvements to real property described in the PACE Statute. all Such activities Must be independently accomplished Without cost, liability. or any demand Upon the COUMV's, and participating municipalities credit or use of significant staff time or resources. (D) In no event shall the County and participating municipalities served by the Agency be held individually or jointly liable for the torts of the officers or employees of the Agency, or any other tort attributable to the Agency, and the Agency shall be solely liable for any torts attributable to it or for torts of its officers. employees or agents, to the extent of the waiver of" sovereign immunity or limitation of liability as specified in Section 768,28, Florida Statutes. Nothing in this Agreement shall be construed to Inure to the benefit of third-party or for allowing any claim, which would otherwise be barred under the doctrine of sovereign Z�l IMMU111ty or by operation of lave'. (E) By law the Agency shall at all times be a qualified. distinct and separate special PLU - POSe local government funding and financing instrumentality separate and apart from the C0UutV and participating municipalities and separate from their treasuries,: and. neither the County nor participating municipalities, nor the local governments who are either incorporators or members of, or have ,joined. or are served by the Agency, or any subsequently served or participating local government in the affairs of the Agency, shall be liable for the actions ofor M any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the Agency, or its successor in function. and neither the Agency nor any agent, employee, officer or official of same shall have any authority or power to otherwise represent or obligate the County or participating municipalities in any manner as a result ofthis Agreement. (F) The County and participating municipalities shall not incur nor ever be requested to authorize any obligations secured by special assessments associated with qualifying improvements imposed by the Agency pursuant to the PACF Statute. No special purpose local oove•nment acting pursuant to the PACE Statute. the Ordinance, or this Agreement shall be empowered or authorized in any manner to create a debt against the state. the Countv, or part i c ipating Municipalities, and shall not pledge the full faith and credit of the state, or the County, or participating municipalities. in any manner whatsoever. No revenue bonds or debt obligations of any special purpose local government act'1110 pursuant to the PACE Statute, shall ever pledge or irnply any pledge that the County, or participating municipalities. shall be obligated to pay the same or the interest thereon, nor state or imply that such obligations payable from the full faith and credit or the taxing power of the state" the County, or participating municipalities, as a result the Ordinance or this Agreement. The issuance ofrevenue or refuridino bonds by the Agency under the provisions of law. the Agency's charter or governance documents- or any other agreement or resolution shall not as the result of the Ordinance or this Agreement be deemed in any manner, directly or indirectly or contingently, to obligate the County or participating municipalities to levy or to pledge any form of ad valorem taxation or other county or municipal revenues or to make any appropriation for their payment whatsoever. (G) Upon execution by the respective property owners and the Agency. the statutorily required financing agreement or a SUrurnar y governmental notice or rnernorandUrn thereof' shall be recorded by the Agency in the Official Records within five (5) days after execution oil ' the agreement, as required by general law which provides constructive notice that the non-ad valorem assessment to be levied on the subject property constitutes a lien of' equal dignity to ad valorem taxes and assessments from the date of recordation. (H) In a reasonably cooperative and uniform manner, the Agency must timely provide to the property appraiser and tax collector a digital copy of the recorded financing agreement or other digital summary thereof, the most recent property identification number and annual amount of the non-ad valorern assessment along with such other efficient and reasonable information and test-rolls necessary l"or the tax collector to Collect Such arnounts as a non-ad valorem assessment on behalf of the Agency pursuant to Sections 163.01. 16108, 197.3632. and 197.3635. F'Iorida Statutes, or their Successors in function. (T) The Agency will inform every property owner that by la\v these non-ad valorem assessments must be collected only pursuant to Sections 163.61- 161W 197.3632, and 1973635, Florida Statutes and, are not imposed by the County, any participating municipality', the property appraiser, not the tax collector, and that they are levied and imposed solely by the Agency, and only then upon voluntary application of the private property owner as expressINI enabled, authorized arid encouraged by the PACE Statute, as well as the Ordinance, to accomplish a compelling state interest with the At local government assistance. (J) The Agency must at all times acknowledge that the Statutory duties of the property appraiser and the tax collector in each County, under Section 197.3632, Florida Statutes, are ministerial and the property appraiser and tax collector are by law without discretion with regard to the imposition of non-ad valorem assessments and collection on the tax notice once the affected private property owner has Voluntarily entered into the statutorily required financing agreement and evidence of the non-ad valorem assessment through the required notice is recorded, arid, the Agency is solely responsible for the local government role in Such circumstance for complying with the requirements of' Sections 197,3632 and 163.08. Florida Statutes, (K) The Agency rnUSt comply with the statutory responsibility to enter into a separate written agreement required by Section 197.3632(2). Florida Statutes, accept the terms specified by Sections 197.3632(2) and 192.091(2 Florida Statutes, for reirnbursernent and compensation of tax collectors arid property appraisers, and allow for payment of such amounts by deduction as the non-ad valorem assessments are collected. 'The Agency, as a duly authorized special purpose local government shall be solely responsible for timely and professionally coordinating all interface with the tax collector or property appraiser. and minimize to the greatest extent reasonably possible the time, effort and attention of these public officials and offices. (L) The Agency. as a duly authorized special purpose local government, is the local -n government imposing the subject non-ad valorem assessments. not the County nor participatilh-1 C� J - municipalities and shall be solely responsible for compliance with all applicable law and all matters associated with origination, funding, financing, administration, and collection (in concert with the uniform method of collection) of each of the resulting non-ad valorem assessments, SECTION 2.05. COORDINATION IN COLLECTION ACTIVITIES. The Agency as a local government created and authorized by general law to impose the special assessments. Is also required by general law to Use the Unif'61 method Of C011eCtIng Such special assessments, and shall be solely responsible for professionally coordinating all interface with the tax collector and property appraiser, and minimize to the greatest extent reasonably possible, the tirne, effort and attention of these public officials to accomplish the public purposes and direction of the PACE Statute. SECTION 2.06, PLEDGE OF PROCEEDS FROM NON-AD VALOREM ASSESSMENTS. (A) The Agency will take such actions as are necessary for the lawful levy of the Z> Special Assessments against all lands and properties specially beriefitted by the acquisition, construction and financing of qualifying improvements. If any assessment made with respect to any property shall be either in whole or in part annulled, vacated or set aside by the eJUd of any court., or if the Agency shall be satisfied that any such assessment is so Irregular or defective that the same cannot he enforced wr collected. the Agency will take all necessary steps 10 cause n new assessment to be made for the whole or any part of any qualifyin- improvements or auainst any property specially hcncfittcd by such improvement, tnthe extent and in the manner provided by law. /B\ Pursuant to the 0namcino documents, this /\oxcenncn1, and the ()niinmnco the /&�cn�y uhu|| irmcwoco6|� pledge und, to the tu|]�m1 �si�nt permitted by |�*v. �iud�s xm� mse��m any and a|| revenues derived f special assessments to the repayment ofmmy debt obligation issued hy the Agency pursuant {o the financing documents. (C) The County and panioipubn,-,nmumicipolitico shall not incur or ever he requested to authorize any obligations secured by special uasesxnoeu1s associated with qmu|i[*iug improvements imopuscdhy the Agency. (D) Each series af financing documents shall be secured forthwith equally and r000hUy bym pledge ofand ]iom upon the special assessments. The obligations ofLheAgemoy under and pursnamt to the financing doounncois shall not be or constitute general obligations or an indebtedness oftbe County, or puniicipadu.' Municipalities. as "bonds" within the meaning o[the Constitution of' Florida. but shall be payable from and Secured solely by lien upon and pledge of the special uoscnanmcmty as provided herein. Neither the Agency nor any holder of any debt obligation issued by the Agency Pursuant 10 the financing documents shall ever have the right to xonopc| the exercise o[ the ad valorem taxing power of the County, or participating municipalities, or other taxation in any form, of property 1bcn:im to pay any n11oou1 due undcr onyDomosiugdncmnneo1soranyspeoiu|usscsarmcnLThcfiounuingdocunoem\suboUmoloVnod[ute u lien upon any property nfor in the Coumxy`s, or participating onmnioipa|itjea` jurisdiction except as to the respective special assessments in the rnanner provided herein and by lavv GENERAL PROVISIONS SECTION 3.01. 0NTERLOCAL AGREEMENT PROVISIONS. This Agreement is dcenmcd 10 be an ^^inter|mca] uareeimot` vvidxiu the meaning of the Florida [mtcr|ucm! Cooperation /\ut of 1969 msmmneodc�, The &guuuy mbu|| file this (nted*ua| Agreement with (bc Clerk aftile Circuit Court o{Muoruc Count)!, Florida. SECTION 3.02. DISCLOSURE; NONDISCRIMINATION; COVENANT TO COOPERATE. A) The Agency b� ��iduju oo7�m[{X)d� �� g� ��c��cy`s [bat Aarccnoent, ( the Final Jmdgnseot in T7o PA( �'E FunditW Agency n S'/ate, No. 20||' CA- lU24(F|m.2dCir.C1.20[|}, and (4) other relevant disclosure information and background noutcria8u to the County prior to execution hereof. Coumty, through its ovvm staff' and mjvi:wrs, has independently reviewed and considered the foregoing and other nolcvun1 ioQamouAom of its ohoouiuo, (B) ThcAgcocy and the County agree vvDl b� no discrimination u�oiostany peoon, and it is expressly understood that upon a determination by m court of competent j urisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The Agency ao rces to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination, These include but are not limited to: 1) Title VI of the Civil L 1Zights Act of 1964 (PI_ 88-352) which prohibits discrimination on the basis of' race, color or national origin 2) Title IX of the Lducation Amendment of 1972, as amended (20 LJSC ss. 1681- 1683, and 1685-1686). which prohibits discrimination can the basis of' sex-, 3) Section 504 of the Rehabilitation Act of 1973. as amended (20 (JSC s.794), which prohibits discrimination on the basis ofilandicaps, 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age 5) The Drug Abuse Office and Treatment Act I rug of 1972 (Pl- 92-255), as amended. relating to nondiscrimination oil the bas's of dru abuse: 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention. Treatment and Rehabilitation Act of 1970 (PL, 91-( as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism, 7) The Public Health Service Act of 1912. ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-'I). as amended, relating to confidentiality of alcohol and drug abuse patient records 8) Title Vill of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing Of']IOLISing: 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended frorn time to time, relating to nondiscrimination on the basis of d isabi l ity. 10) Monroe County ,' Code Chapter 14, Article 11, which prohibits discrimination on the basis of race. color, sex, religion. national origin, ancestry, sexual orientation, gender identity oi- expression, familial status or- age, and I I ) Any other nondiscrimination provisions in any f , ederal or state Statutes which may apply to the parties to., or the subject matter of. this Agreement. (B) The objective of the Agency's mission is to offer a uniform, standardized and scalable approach that provides efficiencies and economies of scale intended to attract voluntary financing of qualifying improvements by private property owners desil of also achieving, a compelling state interest and stimulate a substantial and meaningful flow of private sector econornic activity and new lob creation. In doing so under this Interlocal Agreement, the County recognizes the non - exclusive availability of the Agency's funding and financing program to Constituent property owners and the County and Agency covenant to cooperate, coordinate and communicate on an interlocal basis. SECTION 3.03. TERM OF AGREEMENT; DURATION OF AGREEMENT; NO EXCLUSIVITV. (A) The term of this friterlocal Agreement shall commence as of the date first above written. ()3) The term shall continue so Long as the Agency has obligations Outstanding which are secured by Pledged Revenues derived from financing agreements relating to any properties t�� I within the boundaries of the County and participating municipalities or the Agency has projects for qualified improvements underway therein-, the applicable provisions, authority and responsibility under this Agreement reasonably necessary to carry out the remaining aspects of the Agency's Proorarn and responsibilities of Agency then underway, shall remain in effect and survive any terniltlatI011 until Such time as those obligations and all associated remaining Agency responsibilities are fulfilled (including, but not limited to, the collection of assessments in due Course). Provided. however, the Agency's po\vers employed and exercised shall be non- exclusive, and the County and participating municipalities are free to and reserve the right. to enter into or otherwise encourage or commence any other prograrn for financing qualified improvements LISin" non-ad valorem assessments. I (C) Notwithstanding subsection (B), either partN may at any time terminate this Interlocal Agreement upon sixty (60) days written notice provided as required by Section 3,05. Provided, however, no termination ofthis Interlocal A-reernent shall preclude the Agency from exercising any of its power or authority after any termination, inclUdinc without limiting the generality of the foregoing, that specifically associated with its mission or collection of any of its oblivations outstanding which are Secured by pledged revenues derived from Financing agreements, In the event the Aoency's rights under this Interlocal Agreement to impose new non-ad valorem assessments shall ever end, then as of' the effective date of the termination, all rights and obligations of the parties shall continue as specified In Subsection (B) until such time as all At obligations, and all associated rerriainim responsibilities under the Agency's Prograrri are fulfilled (including, but 1101 limited to, the collection of assessments in due course). SECTION 3.04. AMENDMENTS AND WAIVERS. Except as otherwise provided herein, no amendment, supplement. modification or waiver of this Agreement shall be . bindin" unless executed in writing by the County and Agency. t� I - I SECTION 3.05, NOTICES. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered (or confirmed electronic l"acsirnile transmission) or mailed by registered or certified mail. postage id or sent by nationally recognized overnight Courier (with delivery instructions for "next prepa l I I t, business day service) to the parties at the followino Z- addresses County: Monroe County ATTI Roman Gastesi, County Administrator I 100 S imonton Street, Ste. 205 Key West, FL 33070 With a copy to: Monroe County ATI Pedro Mercado., Assistant County Attorney I I I I I 2th Street. Suite 408 Key West. Florida 33040 Agency: EXeCUtive Director Florida PACF. Funding Agency c/o City of Kissimmee 101 North Church Street. Fifth Floor Kissimmee, Florida 34741 With a copy to: Program Counsel for the Florida PACE Funding A I - - (Tency P.O. Box 14043 Tal lahassee, Florida 3231 -X 1 7-4043 Any ofthe parties nnuy. by notice in vvcidug given hz the other. designate any further ordifferent addresses to which xubscqucnL no1iues, certificates or other cmrnrnunicatiuny shall he sent. Any notice shall be deemed oiwrm on tile date such notice is delivered by bmod (or comfirmned electronic facsimile transmission) or three Jays after the date rnui|ed SECTION 3.06, QUALITY CONTROL AND COMMUNICATION. For quality control purposes, the /\( and County dcsirc, and the Agency covenants 0o Continually develop, implement and employ policies, uyutcrmaund procedures which set mrreflect industry standards, With such standards being reasonably expected to change and evolve over dnmc. This Agrctrncnl serves to establish an ongoing positive and professional line of cornmuu[catioo ho1p/ccn staff and m�cnto for the parties and is encouraged. At any time, notwithstanding lack of default or lack of material breach hereunder, each party is encouraged to o|��chvc]y and spcoiO�m||y cornnnun�cm1� �e the other in vvr�dn� as provided for huo:�u mmy uoocemoo, mu��csdoms or disapproval with p�r��nm�mc�, Po||oi�a, s�st�nue or proc�doncs being employed b�eucb party concernio funding financing ofqualified iroprmvcnmem{s. The Agency through its administrator, Fxcoudvu Director, or m dm|I authorized dcaigmcc, will promptly respond in vvrit[nLrroall such communications (rcomonoNvvvdbiu Q8cem (15) days of receipt ofany such written corn ill Lill WatiOn, but sooner if necessary) frorn the County and follow- up accordingly: and, also PrnonpUycnmonmumioutc any such response, fb||mvv-up, and all related cnrnnomnicu1iun to the Board of Directors for review. This paragraph shall not he construed as containing any obligation for tile County to receive uwrmp|mim1s or concerns about the Agency's peryorrnanue, po|ioicm, sys(cnms_ or procedures, and the County is requested 10 and apcciricol|y authorized to refer all such complaints or concerns directly to the Aoencv for a response. SECTION 3.07. IMMUNITY; LIMITED LIABILITY. (A) All of the privileges and immunities frurn liability and cxcnoptinmx frocn laws, ordinances and rules which apply tuthe activity of officials, ofHcen` agents oremployees of tile parties shall apply to the officials, officeru, agents or eoup|mycuy thereof when performing their respective functions and duties under the provisions uf this Agreement. (B) The County and /\�eouy are and nhuU be Sub ieci to Scc1ko)a 768.28 and 163 . 0 |(9)(u), Florida Statutes, and any other provisions of F|mridm |avv governing sovereign inmnmomity. Pursuant to Section |k3.0|(5)(o), Florida Statutes, that ccrbuu fiou| jndomcm1 in f7o /,4CE uJ�u��.y�o.2OTl-C/\'lQ24(Bu.ZdCic��L20]X), and this cuvcnm�of the parties hereto, the local omvcnmmnoots who are either the incorporators, or nnonmbce of tile Agency, or any Subsequently served or participating local government sbuU| not be held 'uinUy liable for the torts ofthe officers or employees of' the Agency, or any other tort attribUtable to the Agency, and that the Agency alone shall be |ioh8c for any Lootu attributable to it or for torts of its officers. employees or agents, and then only 1uthe extent o{ the waiver ofsuvcmci (m immunity mr limitation of liability as specified in Section 768.28 Borido Statutes. The County and Agency acknowledge and a�ruc that �b� /��mc� mboU have all o� the applicable privileges and inmmnmmi1iumfrorn liability and exemnpdomofi laws- ordinances, rules and common law which apply no the municipalities and counties of the State. (C) To the extent provided by|��c ��s�p��dc��im��e^ indemnify and hold the ��ouuty and par nnumici pat bes served hv the Agency. its agents. employees and elected officers (Indemnified Parties). and each ofthern free and harmless at all times from and against any and all suits, actions. legal or administrative proceedings. claims, demands, damages, liabilities, interest, attorney's fees, costs and expenses of'whatsoever kind or nature (collectively. a "'Claim ") whether arising in any manner directly or indirectly caused, occasioned or contributed to in whole or in part- by reason of any act, omission or fault whether active or passive of the County and participating municipalities of anyone acting Under its direction or control, or on its behalf in connection with or incident to the performance of this Agreement. Agency's aforesaid indemnity and hold harmless obligations, or portions or applications thereof, shall apply to the fullest extent permitted by law but in 110 event shall they apply to liability Caused by the negligence or willful misconduct of the County oi participating municipalities. their respective agents, servants, employees or officers, nor shall the liability limits set forth in 768.2 8, Florida Statutes. be waived. Nothing in this Agreement is intended to inure to the benefit of any third-party: or for the Purpose of allowing any claim. which Would otherwise be barred under the doctrine of sovereign immunity or by operation of' law. In the event any Claim is bt against an Indemnified Party. the Agency, shall upon written notice from an Indemnified Party, def"end each Indemnified Party against each Such Claim by COURSel satisfactory to the Indemnified Party or, at the Indemnified Party's option, it may elect to provide its own defense. The obligations of this section shall Survive the expiration or earlier termination of this Agreement. (D) The Agency is an independent local government funding and financing instrumentality. Neither the County nor any participating municipality served by the Agency. y I a shall in an manner be obligated to pay any debts. obligations or liabil as a result of , any actions of the Agency, its Board of Directors or any other agents, employees_ off licers or officials of the Agency, except to the extent otherwise mutually and expressly agreed upon in writing. In addition, the Agency, its Board of Directors or any other agents, employees, officers or officials of the Agency shall have no authority or power to otherwise obligate either the County or any participating municipality served by the Agency. (E) Notwithstanding anythirn to the contrary herein. neither the County nor the Agency waive any sovereign h111111,1111tY as a result ofthis or any other aLyreernent resulting from the sut�ject matter hereof and., nothing herein shall be construed to usurp or contract away any irmIlUnity, or the duty oi authority of either party to exercise any general law or police powers as defined by law. SECTION 3.08. BINDING EFFECT. This Agreement shall be binding upon the parties, their respective successors and assigns and shall inure to the benefit of the parties, their respective successors and assigns. SECTION 3.09. SEVERABILITY. In the event any provision of this Agreement shall be held invalid or unenforceable by any Court of" competent jurisdiction. such holding shall not invalidate or render unenforceable any other provision hereof. SECTION 3.10. ADMINISTRATION INDEMNIFICATION; ADDITIONAL INSURED. (A) 'File AgencN, will promptly request and obtain frorn its administrator, CounterPointe Energy Solutions (FL). LIX, and any subsequent administrator, a separate indemnification agreement as to its actions and activities on behalf of the Agency concerning all of the subject matter of this Agreement for the benefit of the County and participating Zn municipalities, The form of the indemnification agreement shall be approved by the County Attorney's Office, prior to the administrator assuming responsibilities for the Agency. (B) The Agency will promptly request and obtain from its administrator, CounterPointe Energy S011-1tiOnS (1- LLC, and any Subsequent administrator., and provide the County a certificate showing the County as all additional insured for the coverages the Agency requires of its administrator, which are currently: Worker's Compensation Employer's Liability Commercial General Liability Commercial Auto Liability Professional Liability (E-&o) Statutory $1 ,000.000 1,000,000 pet Occurrence 1,000.000 aggregate $1,000,000 combined single limit $ 1,000.000 per occurrence $2.000,000 aggregate The staternent or Certificate evidencing the County is named as an additional insured will include a standard insurance industry statement prohibiting cancellation, termination, or modification of the policy or a reduction of coverage without first giving the COL111tv (as in addit insured) at t� I least ten ( 10) days prior written notice Of Such proposed action. SECTION 3.1 INSURANCE BYTHE AGENCY: Without waiving the right to sovereign irnmUnity as provided by Section 768.28, Florida Statute. the Agency acknow=ledges to be Self-insured for General Liability and Automobile Liability under Florida sovereign immunity statutes With covet limits of $200.000 Per Person and $300,000 Per Occurrence, or such monetary waiver limits that may change and be set forth by the legislature. In the event the Agency maintains third-party Commercial General Liability and Commercial Auto Liability in HICU Of CXCIUSIve reliance of self-insurance under Section 768.28 Florida Statute, the Agency shall agree to maintain said insurance policies at limits not less than $500,000 combined single lirrut for bodily in' property damage. The Agency agrees to maintain or to be self-insured _jury or prope . L� Agency= �:, for Workers' Compensation & Employer's Liability Insurance in accordance with Section 440. Florida Statutes, When requested, the Agency shall agree to provide all affidavit or Certificate of Insurance evidencing insurance, self-insurance and/or soverei(Ju I'1111111-11lity status, Which County agrees to recognize as acceptable for tile above mentioned coverage. Compliance with the foregoing requirements shall not relieve the Agency of its liability and obligations Under this Interlocal Agreement. SECTION 3.12. EXECUTION IN COUNTERPARTS. This Agreement may be simultaneously executed in several counterparts, each of'which shall he an original and all of' which shall constitute but one and the same instrument. SECTION 3.13. APPLICABLE LAW, ENFORCEMENT; DELEGATION. A breach of this Agreement shall mean a material failure to comply with the PACE Statute or any covenants or provisions of this Agreement. If any party breaches any obli-atiort herein. then, upon receipt of written notice by the non-breaching party the breaching party shall proceed diligently and in good faith to take all reasonable actions to Cure Such breach, and shall continue to take all Such actions until such breach is cured, or be subject to termination for cause. (A) The parties agree time is of the essence in {ill perCormance hereunder. At all times the parties may proceed at law or in equity to enforce then rights under this Agreement using all available remedies. (13) The venue of any legal or equitable action that arises out of' or relates to this l -1 Agreement shall be in the appropriate state Court in Monroe County, Florida. In any such action. Florida law shall apply and the parties waive any right to jury trial. (C) Any costs or expenses ( including reasonable attorney's fees) associated with the enforcement of the terms and/or conditions of' this A-regiment shall be borne by the respective parties, provided-. however, BY ENTERING INTO THIS AGREEMEN4', ITIE AGENCY AND COUNI'Y FIEREBY EXPRESSI.,Y WAIVE ANY RIG] ITS EITHER PARTY MAY HAVE TO A TRIAL- BY YURY OF ANY CIVII- LITIGATION RELATED TO THIS AGREE"MEN]". IF rHE AGENCY FAILS TO WITHDRAW A REQUEST FOR AJURY TRIAL IN A LAWSUIT ARISING OUT 01 THIS AGREEMENT AFTER WRITTEN NOTICE BY ] COUNTY OF VIOLATION OF ']'HIS SECTION., THE AGENCY SIlAI,I_ BE LIABLE FOR THE RFASONABI_E ATTORNFYS' FEE'S AND COSTS OF THE COUNTY IN CONI THE REQUEST FOR JURY TRIAL. AND SUCH AMOUNTS SHAI-1, BE AWARDED BY THE COURT IN ADJUDICATING "ITIE MOTION. (D) Nothing contained herein shall be deemed to authorize the delegation of the Constitutional or statutory duties of state. county. or municipal officers. SECTION 3.14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof, and supersedes all prior and Contemporaneous ageernents, understandings, negotiations and discussions of the parties, whether oral or written, and there are no warranties. representations or other agreements among the parties in connection with the subject matter hereof- except as specifically set forth herein. SECTION 3.15. PUBLIC RECORDS. The Agency shall comply with Florida public records laws. including but not limited to Chapter 119. Florida Statutes and It, Section 24 ol'article I of the Constitution of Florida, The County and the Agency shall allow and permit reasonable access to. and inspection of, all documents, records., papers, letters or other . 'Public record" materials in its possession or Linder its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and the Agency in Conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Agency. Failure of the Agency to abide by the terms of this provision shall be deer a material breach ot'this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reirnburseinent of all attorney's fees and costs associated with that proceeding. This provision shall Survive ally ten or expiration of the contract, The Agency is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. PLU - SUant to F.S. 1 19.0701 and the terms and conditions of' this contract. the Agency is required to: ( I ) Keep and maintain public records that would be required by the County to perform the service, (2) Upon receipt frorn the County "s custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied Within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3 ) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Agency does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Agency or keep and maintain public records that would be required by the County to perform the service. If the Agency transfers all public records to the County upon completion of the contract., the Agency shall destroy any duplicate public records that are exempt or confidential and exempt firorn public records disclosure requirements. If the Agency keeps and maintains public records upon completion of the contract, the Agency shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County.. upon request frorn the County's Custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County Contract most be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Agency of the request, and the Agency must provide the records to the County or allow the records to be inspected or copied within a reasonable time- IF THE AGENCY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES. TO THE AGENCY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF P1.1 RECORDS, BRIAN BRADLEY, AT (305) 292-3470 SECTION 3.16, EFFECTIVE DATE. This A shall become effective upon the execution by the Parties hereto. SECTION 3.17. RECORDING. This Agreement shall be recorded by the Agency with the Clerk 01 the Circuit Court in Monroe County, Florida, Agency 3.18. ATTORNEY'S FEES AND COSTS. The County and the Agency agree that in the event anV Cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall he entitled to reasonable attorney's fees, court costs, investigative, and out- of-pocket expenses, as an award against the non-prevailing party, and shall 11"ICIUde attorney's fees, Courts costs, investigative. and out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and Customary procedures required by the circuit Court of Monroe COUntV. SECTION 3.19. ADJUDICATION OF DISPuTES OR DISAGREEMENTS. The County and the Agency agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of' the parties. If no resolution can be agreed upon within 30 days after the first rneet and confer session. the Issue or issues shall be discussed at a public meeting of the Board Of COLJnty Commissioners. If the issue or issues are still not resolved to the satisfaction ofthe parties. then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. SECTION 3.20. COOPERATION, In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement. County and the Agency agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and the Agency specifically agree that no party to this Agreernent shall be required to enter into any arbitration proceedings related to this Agreement. SECTION 3.21, COVENANT OF NO INTEREST. County and the Agency covenant that neither presently has any interest. and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. SECTION 3.22. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct f'br Public officers and employees as delineated in Section 112.)13). Florida Statutes, regarding. but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation, 1111SUse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. SECTION 3.23. NO PERSONAL LIABILITY, No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member_ officer, agent or employee of Monroe County in his 01 her individual capacity. and no member. officer. agent or l zn employee of Monroe County shall be liable personally on this Agreement or be Subject to any personal liability or accountability by reason of the execution ofthis Agreement. [Remainder of'page intentionally left blank.] Non-Exchisive loh A, recme0 mom-oc Coarrtt IN WITNESS WHEREOF. tile Undersigned have caused this Non-Exclusive Interlocal Agreement to be duly executed and entered into as of the date first above �xritten. BOARD OF COUNTY COMMISSIONERS OF MONROEI (SEAL) Attest'. Kevin Madok. Clerk and Comptroller maoism y: David Rice, Mayor Approved as to Norm: County Attorney '18 Non-Exclusi hierlocal Sobscriplion Agreemcni monroc IN WITNESS WHEREOF. the Undersigned have caused this Non-Lxclusive Interlocal Agreement to be duly executed and entered into as of the date first above written. w FlIMMUNEUMARM (SEAL) By. Michael 11. Steigerwald. ExeCUtive Director ATTEST: Donald 'I". Smallwood, Assistant Secretary 19 EXHIBIT "A" INTERLOCAL AGREEMENT Florida PACE Funding Agency Charter Agreement AMENDED AND RESTATED INTERLOCAL AGREEMENT RELATING TO THE ESTABLISHMENT OF THE FLORIDA PACE FUNDING AGENCY Florida PACE Funding Agency Charter Agreement TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS AND CONSTRUCTION SECTION 1.01. DEFINITIONS .............................................................. ............................... 2 SECTION 1.02 CONSTRUCTION ........................................................ ..............................4 SECTION 1.03. SECTION HEADINGS ................................................. ..............................5 SECTION1.04. FINDINGS ..................................................................... ..............................5 ARTICLE II THE AGENCY SECTION 2.01. ESTABLISHMENT AND CREATION ....................... ..............................8 SECTION 2.02. AUTHORITY TO ADMINISTER THE PROVISION OF TERM OF AGREEMENT; DURATION OF AGREEMENT ................25 SERVICE, FUNDING AND FINANCING OF QUALIFYING AMENDMENTS AND WAIVERS ............................ .............................25 IMPROVEMENTS ........................................................ ............................... 9 SECTION 2.03. GOVERNANCE ........................................................... .............................10 IMMUNITY; LIMITED LIABILITY ........................... .............................26 SECTION 2.04. MEETINGS; NOTICE ................................................. .............................13 BINDING EFFECT ...................................................... .............................27 SECTION 2.05. REPORTS; BUDGETS; AUDITS ................................ .............................13 SEVERABILITY ........................................................... .............................27 SECTION 2.06. POWERS, FUNCTIONS AND DUTIES .................... .............................13 EXECUTION IN COUNTERPARTS ......................... .............................27 SECTION 2.07. CREATION OF STATE, COUNTY OR MUNICIPAL DEBTS APPLICABLE LAW ..................................................... .............................27 PROHIBITED ................................................................ .............................18 ENTIRE AGREEMENT ............................................... .............................27 SECTION 2.08 ADOPTION OF RATES, FEES AND CHARGES .... .............................19 SECTION 2.09 BONDS AND OBLIGATIONS ................................... .............................20 SECTION 2.10. MERGER; DISSOLUTION .......................................... .............................23 SECTION 2.11. ENFORCEMENT AND PENALTIES ....................... .............................24 SECTION 2.12. TAX EXEMPTION ....................................................... .............................24 ARTICLE III GENERAL PROVISIONS SECTION 3.01. INTERLOCAL AGREEMENT PROVISIONS .......... .............................25 SECTION 3.02. TERM OF AGREEMENT; DURATION OF AGREEMENT ................25 SECTION 3.03. AMENDMENTS AND WAIVERS ............................ .............................25 SECTION3.04. NOTICES ...................................................................... .............................26 SECTION 3.05. IMMUNITY; LIMITED LIABILITY ........................... .............................26 SECTION 3.06. BINDING EFFECT ...................................................... .............................27 SECTION 3.07. SEVERABILITY ........................................................... .............................27 SECTION 3.08. EXECUTION IN COUNTERPARTS ......................... .............................27 SECTION 3.09. APPLICABLE LAW ..................................................... .............................27 SECTION 3.10. ENTIRE AGREEMENT ............................................... .............................27 Florida PACE Funding Agency Charter Agreement AMENDED AND RESTATED INTERLOCAL AGREEMENT RELATING TO THE ESTABLISHMENT OF THE FLORIDA PACE FUNDING AGENCY THIS AMENDED AND RESTATED OF THE INTERLOCAL AGREEMENT is made and entered into as of the last date of execution hereof by the Incorporators (hereinafter the "Charter Agreement" or "Charter "), by and among the local governments acting as Incorporators hereof (each an "Incorporator ", and collectively, the "Incorporators ") as evidenced by their execution hereof, by and through their respective governing bodies. This amendment and restatement concerns the Interlocal Agreement recorded at Official Record Book 4143, at Page 2562, as amended at Official Record Book 4210, at Page 2544 in the Official Records of Osceola County, Florida, and in Record Book 1821 at Page 1493, as amended at Official Record Book, at Page 1843, page 415 in the Official Records of Flagler County, Florida (the "Interlocal Agreement "). The purpose of the Interlocal Agreement was to create and establish a separate legal entity, public body and unit of local government, pursuant to Section 163.01(7)(g), Florida Statutes, with all of the privileges, benefits, powers and terms provided for therein and by law. WITNESSETH: NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration each to the other, receipt of which is hereby acknowledged by each Incorporator and the Agency, the parties hereby update, amend, codify and restate the Interlocal Agreement, and agree, stipulate and covenant as follows: 1 Florida PACE Funding Agency Charter Agreement ARTICLE I DEFINITIONS AND CONSTRUCTION SECTION 1.01. DEFINITIONS. As used in this Charter Agreement, the following terms shall have the meanings as defined unless the context requires otherwise: "Agency" means the Florida PACE Funding Agency, a separate legal entity and public body created pursuant to the provisions of the Interlocal Agreement, and as updated, amended, codified and restated by this Charter Agreement. The name or acronym PACE is derived from the concept commonly referred to as 'property assessed clean energy' and relates hereto to the provisions of general law related to funding and financing energy efficiency, renewable energy, and /or wind resistance improvements encouraged and authorized by Section 163.08, Florida Statutes. "Charter Agreement" or "Charter" means this Charter Agreement which updates, amends, codifies as a single document, and restates the Interlocal Agreement in its entirety and confirms the establishment of the Agency, including any amendments and supplements hereto executed and delivered in accordance with the terms hereof. "Financing Documents" shall mean the resolution or resolutions duly adopted by the Agency, as well as any indenture of trust, trust agreement, interlocal agreement or other instrument relating to the issuance or security of any bond or debt obligations of the Agency, or the lending or provision of the proceeds thereof to a Subscribing Local Government. "Incorporator" and "Incorporators" shall mean those local governments executing the Interlocal Agreement and this Charter Agreement, acting as the Incorporators of the Agency, and any future constituent local government member of the Agency who may join in to this Charter Agreement. "Obligations" shall mean a series of bonds, obligations or any other evidence of indebtedness, including, but not limited to, notes, commercial paper, certificates or any other obligations of the Agency issued under the Interlocal Agreement or hereunder, or under any general law provisions, and pursuant to the Financing Documents. The term shall also include any lawful debt obligation committed to by the Agency pursuant to an interlocal agreement with another governmental body or agency and /or warrants issued for services rendered or administration expenses. "Pledged Funds" shall mean (A) the revenues derived from non -ad valorem special assessments levied in association with Qualified Improvements by a local government or the Agency and other moneys received by the Agency or its designee 2 Florida PACE Funding Agency Charter Agreement relating to some portion thereof, (B) until applied in accordance with the terms of the Financing Documents, all moneys in the funds, accounts and sub - accounts established thereby, including investments therein, and (C) such other property, assets and moneys of the Agency as shall be pledged pursuant to the Financing Documents; in each case to the extent provided by the Board of Directors pursuant to the Financing Documents. The Pledged Funds pledged to one series of Obligations may be different than the Pledged Funds pledged to other series of Obligations. Pledged Funds shall not include any general or performance assurance fund or account of the Agency. "Qualifying Improvement" means those improvements for energy efficiency, renewable energy, and /or wind resistance or any such similar purposes described or authorized in the Supplemental Act or any amendment thereto, to be affixed or installed by the record owner of an affected property. Until subsequently determined by the Board of Directors of the Agency once the Agency's programs have become established, Qualifying Improvements shall not include improvements completed before the property has received an initial certificate of occupancy. "Serve ", "service" or the "provision of service" as such terms are used herein relate to a governmental function or purpose identified by law, which serve and achieve what the Legislature has determined as a compelling state interest necessary for the prosperity and welfare of the state and its property owners and inhabitants, and shall include and mean all actions authorized by the Supplemental Act and this Charter, including, but not limited to, the funding and financing of Qualifying Improvements through the execution of financing agreements and the related imposition of voluntary non -ad valorem assessments to finance facilities on behalf of private property owners within or outside of any Incorporator, all of which have been authorized and declared by the Legislature to benefit the people of the state, increase their commerce and prosperity, improve their health and living conditions, and to allow for the performance of essential governmental functions by the Agency. "Subscribing Local Government" or "Subscriber" shall mean any municipality, county or other government permitted by the Supplemental Act to enter into financing agreements as provided for therein which elects to participate in the Agency's financing program for Qualifying Improvements by entering into a Subscription Agreement with the Agency. "Subscription Agreement" means a separate interlocal agreement between the Agency and any municipality, county or other government permitted by general law to finance Qualifying Improvements or permitted by the Supplemental Act to enter into financing agreements as provided for therein. At a minimum, such Subscription Agreement shall provide for (1) the request or confirmation of authority of the Agency to 3 Florida PACE Funding Agency Charter Agreement act, provide its services, and conduct its affairs in cooperation with and /or within the LU subscribing government's area of service or boundaries; (2) the Agency or local = government to facilitate by law the voluntary acquisition, delivery, installation or any other manner of provision of Qualifying Improvements to record owners desiring such improvements who are willing to enter into financing agreements as provided for in the Supplemental Act and agree to impose non -ad valorem assessments which shall run with the land on their respective properties; (3) the Agency or local government to levy, impose and collect non -ad valorem assessments pursuant to such financing agreements; _ (4) the issuance of Obligations of the Agency to fund and finance the Qualifying Improvements; (5) the proceeds of such non -ad valorem assessments to be timely and M faithfully paid to the Agency or its bondholders; (6) the withdrawal from, discontinuance of, or termination of the Subscription Agreement by either party upon reasonable notice in a manner not detrimental to the holders of any Obligations of the Agency or inconsistent with general law or any Financing Documents; (7) such disclosures, consents or waivers reasonably necessary to concurrently use or employ the service and activities LU of the Agency; and (8) such other covenants or provisions deemed necessary and mutually agreed to by the parties in respect of general law to carry out the purpose and mission of the Agency. "Supplemental Act" means the provisions of, and additional and supplemental authority described in, Section 163.08, Florida Statutes, and as may be amended from time to time and contemporaneously in effect. SECTION 1.02 CONSTRUCTION. A) Words importing the singular number shall include the plural in each case and vice versa, and words importing persons shall include firms and corporations. The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Charter Agreement; the term "heretofore" shall mean before the date this Charter Agreement is entered into; and the term "hereafter" shall mean after the date this Charter Agreement is entered into. S) Each recital, covenant, agreement, representation and warranty made by a party herein shall be deemed to have been material and to have been relied on by the other party to this Charter Agreement. Each Incorporator has reviewed and desires to enter into this Charter Agreement; the Agency is a successor to such Incorporators and a beneficiary thereof, and the provisions hereof shall not be construed for or against any Incorporator or the Agency by reason of authorship or incorporation. SECTION 1.03. SECTION HEADINGS. Any headings preceding the texts of the several Articles and Sections of this Charter Agreement and any table of contents Florida PACE Funding Agency Charter Agreement or marginal notes appended to copies hereof shall be solely for convenience of reference and shall neither constitute a part of this Charter Agreement nor affect its meaning, construction or effect. SECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared that: (A) The Legislature has determined that all energy consuming improvements to property that are not using energy conservation strategies contribute to the burden resulting from fossil fuel energy production. This comports with the declared public policy of the State to play a leading role in developing and instituting energy management programs to promote energy conservation, energy security, and the reduction of greenhouse gases, in addition to establishing policies to promote the use of renewable energy. (S) The Legislature has also determined that improved properties not protected from wind damage by wind - resistant improvements contribute to the burden resulting from potential wind damage; and, the installation and operation of Qualifying Improvements not only benefit the affected properties for which the improvements are made, but also assist in fulfilling the goals of the State's energy and hurricane mitigation policies. (C) In the Supplemental Act, the Legislature finds that there is a compelling State interest in enabling property owners to voluntarily finance such improvements with local government facilitative assistance. (D) In the Supplemental Act, the Legislature makes it clear that the financing of Qualifying Improvements through the execution of financing agreements and related imposition of voluntary assessments is reasonable and necessary for the prosperity and welfare of the State and its property owners and inhabitants. (E) The Supplemental Act also expressly allows for, but does not require, local governments to enter into partnerships with one or more local governments for the purpose of providing and financing Qualifying Improvements. Such provision allows among other things for innovation in carrying out service and the compelling state interest described in the Supplemental Act. (F) Although, in theory, assessments for Qualifying Improvements could be imposed under home rule authority, the Legislature felt it necessary and desirable to provide supplemental authority and encouragement which provides a framework for local, regional, and even state -wide approaches to service. The Supplemental Act 5 Florida PACE Funding Agency Charter Agreement provides guidelines, safeguards and clarifies necessary aspects of implementation. The concept that each landowner voluntarily subjects their land as security for payment of the non -ad valorem assessments through an individual financing agreement is unique and fundamental to reasonably attracting funding secured by assessments for Qualifying Improvements which include energy efficiency, renewable energy, wind resistant improvements. (G) A simplified and standardized state -wide program offers efficiencies, economies of scale, and uniformity that can efficiently attract a stream of financing and uniform program implementation and avoid administrative burdens and inefficient expenditures by local governments throughout Florida. The approach embodied in this Charter Agreement allows the local governments executing this Charter Agreement to act initially as 'incorporators' to create a focused single legal entity which minimizes their involvement and exposure in a manner like that of an incorporator in the corporate sense. The Legislature has expressly determined that the Agency shall be defined as a local government in the Supplemental Act and is independently authorized by law to impose these types of voluntary assessments for energy efficiency, renewable energy or wind resistant Qualifying Improvements. (H) The Agency achieves local economic development, the hardening of building stock and creates local jobs by bringing owners and contractors together to facilitate the provision, funding, and financing of Qualifying Improvements. As a separate legal entity, the Agency is expressly authorized by general law to finance facilities on behalf of any person relating to a governmental function or purpose which may serve populations within or outside of the members of the entity. (I) This approach requires a match of demand by individual property owners, both residential and commercial, to the reservoir of qualified labor, tradesmen and vendors in communities throughout Florida. The Agency presents inter alia a focused governmental function of attracting and educating qualified labor, tradesman and vendors in how to effectively serve a new market. Facilitation by creating uniform and standardized approaches, careful disclosure to interested private property owners, and developing financing underwritten voluntarily by individual property owners not only addresses energy efficiency, renewable energy, and /or wind resistance burdens and benefits, but will stimulate a substantial and meaningful flow of private sector economic activity and new job creation. (J) The creation and establishment of the Florida PACE Funding Agency serves to minimize duplication of effort and unnecessary government exposure or involvement, and by law accomplishes a compelling state interest through the provision of service by making available uniform, competitive and credible funding and financing I Florida PACE Funding Agency Charter Agreement for individual property owners wishing to participate. The increased availability of funding and financing service by the Florida PACE Funding Agency serves to convert a resource of unused trade and construction skill -sets into productive new private sector job markets, naturally creates local employment, and carefully complies with relevant industry guidelines, safeguards and implementation authorization provided by the Legislature in the Supplemental Act. (K) This Charter Agreement serves to expressly address and conform to a change in general law subsequent to the execution and effective date of the Interlocal Agreement in order to more broadly serve and provide competitive opportunities to communities, labor markets, material markets, populations, and persons and help to improve properties throughout Florida in order to assist property owners in voluntarily achieving the compelling state interest and fulfilling the goal of the state's energy and hurricane policies articulated in the Supplemental Act. [Remainder of page intentionally left blank] 7 Florida PACE Funding Agency Charter Agreement ARTICLE II THE AGENCY SECTION 2.01. ESTABLISHMENT AND CREATION. (A) Creation and establishment of the 'Florida PACE Funding Agency," a separate legal entity and public body and unit of local government with all of the privileges, benefits, powers and terms provided for herein and by law, and as defined herein as the "Agency ", by the Interlocal Agreement is ratified and confirmed. (B) Initial membership in and the Incorporators of the Agency consists of those local governments executing the Interlocal Agreement and this Charter Agreement as Incorporators. To the extent permitted by Section 163.01, Florida Statutes, additional members may be included or deleted by amendment hereto approved by all member local governments of the Agency and the governing body of the Agency. As a condition to membership in the Agency, each member shall be a municipality or county, or other government permitted by the Supplemental Act to enter into financing agreements as provided for therein. (C) The boundaries or non - exclusive jurisdiction of the Agency shall embrace the territory of any county or municipality throughout the state within which any person owning a property therein determines to enter into a financing agreement evidencing the levy and imposition of a non -ad valorem assessment for a Qualifying Improvement funded or financed by the Agency. (D) A municipality or county or other government permitted by the Supplemental Act to enter into financing agreements as provided for therein need not be a local government member in or of the Agency, and by law need not otherwise enter into a Subscription Agreement, nor undertake any exclusive relationship with the Agency, nor otherwise take any action to acquiesce, encourage or request the Agency to act, provide its services, or conduct its affairs within the local governments' boundaries. (E) The Agency is created for purposes set forth in Section 163.01(7)(8), Florida Statutes, and this Charter Agreement as the same may be amended from time to time, in order to facilitate, administer, implement and assist in providing funding and financing for Qualifying Improvements, enter into Subscription Agreements and other agreements, and otherwise serve or provide its services to facilitate financing agreements and non -ad valorem assessments only on properties subjected to same by the record owners thereof, develop funding and financing markets, develop structures and procedures to finance Qualifying Improvements, and to take any actions associated therewith or necessarily resulting therefrom, as contemplated by the Supplemental Act and general law. 0 Florida PACE Funding Agency Charter Agreement (F) The Agency charter created by this Charter Agreement may be amended only by written amendment hereto, or by special act of the Legislature, upon the consent by resolution of the governing bodies of the then members of the Agency. (G) The mission of the Agency shall be to aspire to and undertake, cause and /or perform all such acts as shall be necessary to provide an independent, uniform and efficient local platform capable of serving private property owners in Florida, by securing economies of scale, market -based competition and uniform implementation on a state- wide basis as authorized by general law and this Charter to facilitate the provision of service, and the funding and financing of Qualifying Improvements to only interested property owners desiring to voluntarily achieve the compelling state interests expressed in the Supplemental Act. (H) The Agency's mission fundamentally includes a judicially- confirmed structure which eliminates responsibility or liability for the Agency's actions with regard to any other governmental official or entity, while benefitting local commerce, fulfilling the state's energy and hurricane mitigation policies, and allows for cooperation and sharing information with general purpose local governments; and, shall focus upon education of interested and participating property owners, along with providing for direct written disclosure and constructive notice which meets and exceeds relevant industry standards and the extraordinary direct and constructive notice provided by the Supplemental Act. (I) The Agency, pursuant to general law and by judicial determination, is (1) a legal entity separate and distinct from its Incorporators or members, and (2) a valid and legally existing public body corporate and politic within the State of Florida created pursuant to the Interlocal Agreement and other general law. The Agency is not and cannot be characterized as a dependent special district under section 189.012, Florida Statutes. Accordingly, for providing a status statement and substantial compliance with section 189.03, Florida Statutes and its predecessor in function, as previously requested by the Department of Economic Opportunity, the status of the Agency is "independent." Such status is consistent with the determination of the Department of Economic Opportunity. SECTION 2.02. AUTHORITY TO ADMINISTER THE PROVISION OF SERVICE, FUNDING AND FINANCING OF QUALIFYING IMPROVEMENTS. By this Charter, the provisions of section 163.01(7)(8), Florida Statutes, the Supplemental Act, or by resolution of the governing bodies of a general purpose local government affected and as implemented pursuant to a Subscription Agreement, collectively, alternatively, or supplementally, all power and authority available to the Agency under this Charter Agreement, and general law, including without limitation, Chapters 163,189 9 Florida PACE Funding Agency Charter Agreement and 197, Florida Statutes, shall be deemed to be authorized and may be implemented by the Agency to serve populations within and outside of the members of the Agency. SECTION 2.03. GOVERNANCE. (A) The governing body of the Agency shall consist of a number of persons equal to one (1) member of the Agency's Board of Directors appointed by each Incorporator, and due to the event of an even number of Incorporators, one (1) member of the Agency's Board of Directors shall be selected jointly by all Incorporators, each of whom shall serve a staggered term of three (3) years commencing on October 1. To immediately broaden geographic and insightful participation in governance, until the Agency attains a total of four (4) local government members (including the initial Incorporators) as provided for in the preceding sentence, the Board of Directors of the Agency is directed and authorized to appoint Board Director No. 4 and Board Director No. 5 using substantially the process as provided in subsection (C) of this Section. However, any person so appointed by the Board of Directors concerning Board Director No. 4 or Board Director No. 5 shall be appointed for the unexpired term. Each Director shall hold office until his or her successor has been appointed, qualified and taken an oath of office. The procedure for appointment of members of the Board of Directors and their initial terms of office shall be as follows: (1) Board Director No. 1, Barbara Revels, is hereby confirmed and appointed by the Board of County Commissioners of Flagler County and accepted to serve a second term ending on September 30, 2019. (2) Board Director No. 2, Cheryl Grieb, is hereby confirmed and appointed by the City Commission of the City of Kissimmee and accepted to serve a second term ending on September 30, 2017. (3) Board Director No. 3, Jim Ley, is hereby jointly confirmed and appointed, due to the event of an even number of initial Board of Directors appointed by the Incorporators, and accepted to serve a first term ending September 30, 2018. (4) Board Director No. 4, as soon as reasonably practicable, shall be appointed as provided herein or as otherwise directed and authorized to an initial term ending on September 30, 2019. (5) Board Director No. 5, as soon as reasonably practicable, shall be appointed as provided herein or as otherwise directed and authorized to an initial term ending on September 30, 2018. 10 Florida PACE Funding Agency Charter Agreement (6) All members of the Board of Directors shall be qualified electors of the State of Florida. To the extent necessary, if at all, and without assumption of any liability therefore by the Incorporators, all actions of the Incorporators, the Agency's Board of Directors, and their duly authorized officers and agents, beginning with the inception of the Agency through execution hereof, are hereby ratified and confirmed. This confirmation and ratification provision serves the purpose of a savings clause for the avoidance of doubt in favor of the public interest, and for purposes of repose in the conduct of orderly public affairs. (B) Members of the Board of Directors shall serve no more than three (3) consecutive three (3) year terms, not including any initial term of less than three (3) years. Provided, however, they shall continue to hold office for the terms for which they were appointed until their successors are chosen, qualified and taken an oath or office. (C) Upon the occasion of a vacancy for any reason in the term of office of a member of the Board of Directors, which vacancy occurs prior to the replacement of the Board member by appointment and which remains unfilled for thirty (30) days after such vacancy due to inaction or the failure of the respective Incorporator's governing body to duly appoint a successor who is a qualified elector of the State as provided in subsection (A) hereof or otherwise, a successor shall be appointed by a majority of a quorum of the remaining Board of Directors at a meeting held for such purposes. Except as specifically provided on an interim basis in subsection (A) concerning Board Director No. 4 and Board Director No. 5, any person so appointed to fill a vacancy shall be appointed to serve only for the unexpired term or until a successor is duly appointed. (D) The Board of Directors shall elect a Chairperson, Vice - Chairperson, Secretary, Assistant Secretary and such other officers of the Agency as may be hereafter designated and authorized by the Board of Directors, each of whom shall serve for one (1) year commencing as soon as practicable after October 1 and until their successor is chosen. The Chairperson, the Vice - Chairperson, or the Secretary shall conduct the meetings of the Agency and perform such other functions as herein provided. The Chairperson and Vice - Chairperson shall take such actions, and have all such powers and sign all documents on behalf of the Agency in furtherance of this Charter Agreement or as may be approved by resolution of the Board of Directors adopted at a duly called meeting. The Vice - Chairperson, in the Chairperson's absence, shall preside at all meetings. The Secretary, or the Secretary's designee, shall keep minutes of all meetings, proceedings and acts of the Board of Directors, but such minutes need not be verbatim. Copies of all minutes of the meetings of the Agency shall promptly be sent by the Secretary, or the Secretary's designee, to all members of the Board of Directors and to each general purpose local government which is an Incorporator or Subscribing Local 11 Florida PACE Funding Agency Charter Agreement Government. The Secretary and any Assistant Secretary may also attest to the execution of documents. The Secretary and any Assistant Secretary, or other person duly designated by resolution of the Board, shall have such other powers as may be approved by resolution of the Board of Directors adopted at a duly called meeting. (E) The Board of Directors shall have those administrative duties set forth in this Charter Agreement and Chapter 189, Florida Statutes, as the same may be amended from time to time. Any certificate, resolution or instrument signed by the Chairperson, Vice - Chairperson or such other person on behalf of the Agency as may hereafter be designated and authorized by resolution of the Board of Directors shall be evidence of the action of the Agency and any such certificate, resolution or other instrument so signed shall be conclusively presumed to be authentic. (F) Except as provided in this subsection, the members of the Board of Directors shall receive no compensation for their services. Each member of the Board of Directors may be reimbursed for expenses as provided in Section 112.061, Florida Statutes, or, as an alternative, receive a per diem to compensate each member for the inconvenience of travel and associated expenses not to exceed $350 per calendar day or as otherwise approved by the Board of Directors for travel on Agency business. Provided, however, such expenses or per diem shall not be construed as a salary, and accrue and only be payable as, if and when funds to pay same are available to the Agency. (G) A majority of the Board of Directors shall constitute a quorum for the transaction of business of the Agency. The affirmative vote of the majority of the members of the Board of Directors present and voting (exclusive of any member having a conflict) shall be necessary to transact business. (H) By the Interlocal Agreement, prior to the appointment of the entire Board of Directors and the first organizational meeting thereof, the affairs of the Agency were governed by joint resolution of the Incorporators and the then members of the Agency. In such interim period, however long, such acts were necessarily made on behalf of and shall be binding upon the Agency by joint resolution of said Incorporators and the then members. Such acts shall be deemed actions of the governing body of the Agency. In this context, "joint resolution" shall mean any one or a set of resolutions adopting concurrent direction and authorization under the provisions of the Interlocal Agreement or the Charter, and may be evidenced by resolutions executed separately, jointly or with counterpart or other similar provisions, and do not require the joint meeting of the Incorporators. Such actions shall be exclusively on behalf of the Agency, and no liability or responsibility therefor shall be imputed to said Incorporators or the then members. Such acts may include any power or authority otherwise available to the Agency and shall include, among other things, approval of such Financing Documents as were 12 Florida PACE Funding Agency Charter Agreement deemed advisable to file all necessary validation or other pleadings, and undertake appellate matters if necessary, in order to obtain validation of the authority for the Agency to undertake its purpose and mission and issue its Obligations associated there with, the retention of counsel, the procurement of other professional services and all other reasonable acts to initiate and validate the purpose, mission and authority of the Agency, with the cost thereof accruing exclusively to and only payable by the Agency as, if and when funds from or associated with the programs of the Agency become available. All such actions taken or instruments executed on behalf of the Agency are ratified and confirmed and shall continue to be valid and binding in every respect upon the Agency as if duly executed by the Chairman on behalf of the Board of Directors or any other person authorized by the Board of Directors to execute same. SECTION 2.04. MEETINGS; NOTICE. Unless determined otherwise by the Board of Directors, the Board of Directors shall hold meetings pursuant to Section 189.015, Florida Statutes. Notice of meetings and the adoption of the annual budget shall be promulgated on the Agency's website, and notice concerning same shall be published in newspapers of general circulation in the counties of the Incorporators and members of the Agency. Meetings may be noticed and conducted in any reasonable manner in any lawful location within the State. SECTION 2.05. REPORTS; BUDGETS; AUDITS. Unless determined otherwise by the Board of Directors, the Agency shall prepare and submit reports, budgets and audits as provided in Sections 189.016, Florida Statutes. SECTION 2.06. POWERS, FUNCTIONS AND DUTIES. (A) The Agency shall have all powers to carry out the purposes of this Charter Agreement and the functions and duties provided for herein, including the following powers which shall be in addition to and supplementing any other privileges, benefits and powers granted by this Charter Agreement or by law: (1) To execute all contracts and other documents, adopt all proceedings and perform all acts determined by the Board of Directors as necessary or advisable to carry out the purpose or mission of the Agency, the purposes of the Interlocal Agreement or this Charter Agreement or any Subscription Agreement with a local government. Unless otherwise provided for herein or authorized by the Board of Directors, the Chairperson or Vice - Chairperson shall execute contracts and other documents on behalf of the Board of Directors. 13 Florida PACE Funding Agency Charter Agreement (2) To plan and provide for the provision, funding, and financing of Qualified Improvements in any manner or means determined by the Board of Directors. (3) To contract for the service of administrators, accountants, attorneys and any other experts, advisors, or consultants, and such other professionals, agents and employees as the Board of Directors may require or deem appropriate from time to time. (4) To contract for such services, costs, goods, facilities, or other costs or expenses on a contingent, at risk or deferred basis with the providers, purveyors, or vendors thereof with the express understanding that payment therefore may be evidenced by warrants only due or payable from the Agency (and absolutely no other person, entity or Incorporator) as, if and when identified funds to pay same are available to the Agency. (5) To reimburse any Incorporator for actual and verifiable costs and expenses reasonably associated with the creation and establishment of the Agency, if any, as, if and when identified funds to repay same are available to the Agency. (6) To adopt all necessary rules, regulations, procedures, or standards by resolution. (7) To exercise jurisdiction, control and supervision over the provision, funding, and financing of Qualified Improvements and to make and enforce such rules, procedures and regulations applicable thereto as may be, in the judgment of the Board of Directors, necessary or desirable for the efficient operation of the Agency in accomplishing the purpose and mission of the Agency, and purposes of this Charter Agreement. (8) To enter into interlocal agreements or join with any other special purpose or general purpose local governments, public agencies or authorities in the exercise of common powers. (9) To contract with private or public entities or persons. (10) Subject to such provisions and restrictions as may be set forth in any Financing Document, to enter into contracts with the government of the United States or any agency or instrumentality thereof, the State, or with any municipality, county, district, authority, political subdivision, private corporation, partnership, association or individual providing for or relating to the provision, funding, or financing of Qualifying Improvements and any other matters relevant 14 Florida PACE Funding Agency Charter Agreement thereto or otherwise necessary to effect the purpose and mission of the Agency and purposes of this Charter Agreement. (11) To receive and accept from any federal or State agency, grants or loans for or in aid of the planning, administration, provision or financing of Qualifying Improvements, and to receive and accept aid or contributions or loans from any other source of either money, labor or other things of value, to be held, used and applied only for the purpose for which such grants, contributions or loans may be made. (12) To purchase, finance, assume the ownership of, lease, operate, manage and /or control of any administrative facilities, including all equipment or personal property deemed necessary by the Board of Directors to achieve the purpose or mission of the Agency. (13) To appoint advisory boards and committees to assist the Board of Directors in the exercise and performance of the powers and duties provided in this Charter Agreement. (14) To sue and be sued in the name of the Agency and participate as a party in any civil, administrative or other action. (15) To provide or contract for record retention and public records administration. (16) To adopt and use a seal and authorize the use of a facsimile thereof. (17) To employ or contract with any public or private entity or person to administer, manage, operate or provide professional services or other efforts associated with any Agency activity, program or facilities, or any portion thereof, including project or program management or similar plans, upon such terms as the Board of Directors deems appropriate. (18) Subject to such provisions and restrictions as may be set forth in any Financing Document, to own, use, manage or otherwise dispose of any administrative facilities, equipment or personal property, or any portion thereof, upon such terms as the Board of Directors deems appropriate. (19) Subject to such provisions and restrictions as may be set forth in any Financing Document, to acquire, own, manage, or otherwise dispose of carbon, renewable energy or similar credits upon such terms as the Board of 15 Florida PACE Funding Agency Charter Agreement Directors deems appropriate; and use the proceeds of same, if any materialize, to underwrite start -up or on -going program costs, payment to professionals for deferred or contingent fee or other work or retainers, the advancement of educational programs, deposit into any general or performance assurance fund and /or payment of other reasonable costs or expenditure to advance the mission and purpose of the Agency. (20) To acquire, by purchase, gift, devise, tax sale certificate or otherwise, and to dispose of, real or personal property, or any estate therein in the course of the purpose or mission of the Agency. (21) To make and execute contracts or other instruments necessary or convenient to the exercise of its powers. (22) To maintain an office or offices within the State at such place or places as the Board of Directors may designate from time to time. (23) To utilize and employ technology and innovation to the maximum extent possible, unless otherwise inconstant with general law, in conducting the meetings and affairs of the Agency. (24) To lease, as lessor or lessee, to or from any person, firm, corporation, association or body, public or private, facilities or property of any nature to carry out any of the purposes authorized by law or this Charter Agreement. (25) To borrow money and issue bonds, certificates, warrants, notes, obligations or other evidence of indebtedness of any kind. (26) To independently act, assist, serve or provide service within the bounds of any general purpose local government to fund, finance, assess, levy, impose, collect and enforce non -ad valorem assessments authorized by Section 163.08, Florida Statutes, as expressly authorized to do so by either the Legislature and this Charter or by the general purpose local government in which the lands assessed are located. Such non -ad valorem assessments may only be to fund and finance Qualifying Improvements. (27) To contract, apply for and accept grants, loans, assignments and subsidies from any governmental entity for the provision, funding and financing of Qualifying Improvements, and to comply with all requirements and conditions imposed in connection therewith. 16 Florida PACE Funding Agency Charter Agreement (28) To the extent allowed by law and to the extent required to effectuate the purposes of this Charter Agreement, to have and exercise all privileges, immunities and exemptions accorded municipalities and counties of the State under the provisions of the constitution and laws of the State. (29) To adopt investment policies from time to time and /or invest its moneys in such investments as directed by the Board of Directors in a manner which shall be consistent in all instances with the applicable provisions of the Financing Documents and State law. (30) To purchase such insurance, bonds, sureties, contracts of indemnity, or similar facilities of any kind or nature as it deems appropriate. (31) To do all acts and to exercise all of the powers necessary, convenient, incidental, implied or proper, in connection with any of the powers, duties, obligations or purposes authorized by this Charter Agreement or by law. (B) The Board of Directors may appoint or contract with one or more persons or entities to act as the third party administrator for the Agency having such functions, duties, and responsibilities to implement the services and affairs of the Agency as the Board of Directors may prescribe. (C) The Board of Directors may appoint or contract with a person or entity to act as executive director of the Agency having such official title, functions, duties, and powers as the chief administrative officer of the Agency as the Board of Directors may prescribe. The Board of Directors shall appoint a person or entity to act as the legal counsel for the Agency. The executive director and legal counsel shall each answer directly to the Board of Directors. The third party administrator shall answer to the executive director, unless otherwise directed by the Board of Directors. Neither the executive director, the third party administrator, legal counsel, nor any other employee of the Agency shall be a member of the Board of Directors. (D) The Board of Directors (or the executive director prior to the first meeting of Board of Directors) may use or employ any procurement procedures or approach not otherwise inconsistent with general law. (E) The Board of Directors (or the executive director prior to the first meeting of Board of Directors) may request proposals, or receive unsolicited proposals; provided, however, a courtesy notice thereof shall be provided to the chief administrative officer of each then Incorporator or member of the Agency. 17 Florida PACE Funding Agency Charter Agreement (F) The executive director shall be authorized to execute and deliver on behalf of the Agency such documents and to take such actions as shall be authorized from time to time by the governing body of the Agency. The executive director, or other person or entity otherwise specifically directed to do so, is hereby directed and authorized to undertake such reasonable actions to request proposals, receive unsolicited proposals or employ any procurement procedures necessary to reasonably and timely advance the mission and purpose of the Agency, and thereafter make recommendations to the Board of Directors. (G) In exercising the powers conferred by this Charter Agreement, the Board of Directors shall act by resolution or motion made and adopted at duly noticed and publicly held meetings in conformance with applicable law. (H) The provisions of Chapter 120, Florida Statutes, shall not apply to the Agency. (I) However, nothing herein shall affect the ability of the Agency to engage in or pursue any civil or administrative action or remedies, including but not limited to any proceeding or remedy available under Chapter 120, Florida Statutes, or its successor in function. SECTION 2.07. CREATION OF STATE, COUNTY OR MUNICIPAL DEBTS PROHIBITED. The Agency shall not be empowered or authorized in any manner to create a debt as against the State, any county or any municipality, and may not pledge the full faith and credit of the State, any county, or any municipality. All revenue bonds or debt obligations shall contain on the face thereof a statement to the effect that the state, county or any municipality shall not be obligated to pay the same or interest thereon and that they are only payable from Agency revenues or the portion thereof for which they are issued and that neither the full faith and credit nor the taxing power of the state or of any political subdivision thereof is pledged to the payment of the principal of or the interest on such bonds. The issuance of revenue or refunding bonds under the provisions of law or this Charter Agreement shall not directly or indirectly or contingently obligate the state, or any county or municipality to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment. SECTION 2.08. ADOPTION OF RATES, FEES AND CHARGES. (A) The Board of Directors may adopt from time to time by resolution such rates, fees or other charges for the provision of the services of the Agency to be paid by the record owner of any property, pursuant to a financing agreement described in the Supplemental Act. 18 Florida PACE Funding Agency Charter Agreement (B) Such rates, fees and charges shall be adopted and revised so as to provide moneys, which, together with other funds available for such purposes, shall be at least sufficient at all times to pay the expenses of administering, managing, and providing for the services and administration of the activities of the Agency, to pay costs and expenses provided for by law or this Charter Agreement and the Financing Documents (including the funding of any financing or operating reserves deemed advisable by the Agency), and to pay the principal and interest on the Obligations as the same shall become due and reserves therefor, and to provide a reasonable margin of safety over and above the total amount of such payments. Notwithstanding any other provision in this Charter Agreement, such rates, fees and charges shall always be sufficient to comply fully with any covenants contained in the Financing Documents. The Agency shall charge and collect such rates, fees and charges so adopted and revised, and such rates, fees and charges shall not be subject to supervision or regulation by any other commission, board, bureau, agency or other political subdivision of the State. (C) Such rates, fees and charges may vary from jurisdiction to jurisdiction, but shall be just and equitable and uniform at the time of imposition for the record owners (within each community served or subscribing local governmental jurisdiction) electing to enter into any financing agreement described in the Supplemental Act within the same class, and may be based upon or computed upon any factor (including, by way of example and not limitation, distinguishing between residential and non - residential customers or uses, distinguishing between variable costs of administrative services, the degree of local cooperation, assistance from and coordination with local officials, underwriting or market factors over time) or combination of factors affecting the demand or cost of the service furnished by the Agency or provided to administer the affairs of the Agency and provision of service as may be determined or approved by the Board of Directors from time to time. (D) Notwithstanding anything in this Charter Agreement to the contrary, the Agency may establish a general fund and /or performance assurance account into which moneys may be deposited from an annual surcharge not to exceed one percent (1 %) upon any assessments, or any rates, fees and charges imposed, pledged to or collected by the Agency. Any moneys deposited to such general fund account from such a surcharge represent a fair and reasonable cost of administration and shall be considered legally available for any lawful purpose approved by the Board of Directors. Moneys in such general fund and /or performance assurance account may be used to pay for or reimburse initial costs and expenses advanced or associated with start -up costs, feasibility studies, economic analysis, financial advisory services, program development or implementation costs or enhancements, public education, administration, quality control, vendor procurement, and any other lawful purpose approved by the Board of Directors. 19 Florida PACE Funding Agency Charter Agreement SECTION 2.09. BONDS AND OBLIGATIONS. (A) The Board of Directors shall have the power and it is hereby authorized to provide pursuant to the Financing Documents, at one time or from time to time in one or more series, for the issuance of Obligations of the Agency, or notes in anticipation thereof, for one or more of the following purposes: (1) Paying all or part of the cost of one or more Qualifying Improvements, (2) Refunding any bonds or other indebtedness of the Agency, (3) Assuming or repaying the indebtedness relating to Qualifying Improvements, (4) Setting aside moneys in a reserve or performance assurance account, (5) Funding a debt service reserve account, (6) Capitalizing interest on the Obligations, (7) Paying costs of issuance relating to the Obligations, and (8) Any other purpose relating to the purpose or mission of the Agency or this Charter Agreement. (B) The principal of and the interest on each series of Obligations shall be payable from the Pledged Funds, all as determined pursuant to the Financing Documents. The Agency may grant a lien upon and pledge the Pledged Funds in favor of the holders of each series of Obligations in the manner and to the extent provided in the Financing Documents. Such Pledged Funds shall immediately be subject to such lien without any physical delivery thereof and such lien shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Agency. (C) The Obligations of each series shall be dated, shall bear interest and such rate or rates, shall mature at such time or times not exceeding forty (40) years from their date or dates, may be made redeemable before maturity, at the option of the Agency, at such price or prices and under such terms and conditions, all as shall be determined by the Board of Directors pursuant to the Financing Documents. The Board of Directors shall determine the form of the Obligations, the manner of executing such Obligations, and shall fix the denomination of such Obligations and the place of payment of the principal 20 Florida PACE Funding Agency Charter Agreement and interest, which may be at any bank or trust company within or without the State. In case any officer whose signature or facsimile of whose signature shall appear on any Obligations shall cease to be such officer before the delivery of such Obligations, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until delivery. The Board of Directors may sell Obligations in such manner and for such price as it may determine to be in the best interest of the Agency in accordance with the terms of the Financing Documents. In addition to the Pledged Funds, the Obligations may be secured by such credit enhancement as the Board of Directors determines to be appropriate pursuant to the Financing Documents. The Obligations may be issued as capital appreciation bonds, current interest bonds, term bonds, serial bonds, variable bonds or any combination thereof, all as shall be determined pursuant to the Financing Documents. (D) Prior to the preparation of definitive Obligations of any series, the Board of Directors may issue interim receipts, interim certificates or temporary Obligations, exchangeable for definitive Obligations when such Obligations have been executed and are available for delivery. The Board of Directors may also provide for the replacement of any Obligations which shall become mutilated, or be destroyed or lost. Obligations may be issued without any other proceedings or the happening of any other conditions or things than those proceedings, conditions or things which are specifically required by this Charter Agreement, the Financing Documents or other applicable laws. (E) The Board of Directors may enter into such swap, hedge or other similar arrangements relating to any Obligations as it deems appropriate. (F) The proceeds of any series of Obligations shall be used for such purposes, and shall be disbursed in such manner and under such restrictions, if any, as the Board of Directors may provide pursuant to the Financing Documents. (G) The Financing Documents may also contain such limitations upon the issuance of additional Obligations as the Board of Directors may deem appropriate, and such additional Obligations shall be issued under such restrictions and limitations as may be prescribed by such Financing Documents. The Financing Documents may contain such provisions and terms in relation to the Obligations and the Pledged Funds as the Board of Directors deems appropriate and which shall not be inconsistent herewith. (H) Obligations shall not be deemed to constitute a general obligation debt of the Agency or a pledge of the faith and credit of the Agency, but such Obligations shall be payable solely from the Pledged Funds and any moneys received from the credit enhancers of the Obligations, in accordance with the terms of the Financing Documents. The issuance of Obligations shall not directly or indirectly or contingently obligate the 21 Florida PACE Funding Agency Charter Agreement Agency to levy or to pledge any form of ad valorem taxation whatsoever therefor. No holder of any such Obligations shall ever have the right to compel any exercise of the ad valorem taxing power on the part of the Agency or any incorporating local government or subscribing local government to pay any such Obligations or the interest thereon or the right to enforce payment of such Obligations, or the interest thereon, against any property of the Agency, nor shall such Obligations constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Agency, except the Pledged Funds in accordance with the terms of the Financing Documents. (I) All Pledged Funds shall be deemed to be trust funds, to be held and applied solely as provided in the Financing Documents. Such Pledged Funds may be invested by the Agency in such manner as provided in the Financing Documents. (J) Any holder of Obligations, except to the extent the rights herein given may be restricted by the Financing Documents, may, either at law or in equity, by suit, action, mandamus or other proceeding, protect and enforce any and all rights under the laws of the State or granted hereunder or under the Financing Documents, and may enforce and compel the performance of all agreements or covenants required by this Charter Agreement, or by such Financing Documents, to be performed by the Agency or by any officer thereof. (K) From time to time the Agency may issue warrants, payable not from Pledged Funds, but as, if and when other legally available funds become available; or as otherwise authorized under the Financing Documents. (L) Obligations may be validated, at the sole discretion of the Board of Directors, pursuant to Chapter 75, Florida Statutes. Obligations may be issued pursuant to and secured by a resolution of the Board of Directors. Provided, however, the Agency's power and authority to issue its Obligations for proper, legal, and paramount public purposes in the amount not to exceed $2,000,000,000 in revenue bonds (various series), together with the validity of the Interlocal Agreement, and all of its terms, provisions and powers, the Pledged Funds, the power and authority of the Agency and any subscribing local government to enter into a Subscription Agreement, the provision, funding, and financing of Qualifying Improvements, the power and authority for local governments to enter into financing agreements and impose non -ad valorem assessments and the status of such non -ad valorem assessments as a lien of equal dignity to taxes and assessments as described in the Supplemental Act, and all matters associated therewith were required to be and were validated pursuant to Chapter 75, Florida Statutes, as soon as practicable after the execution of the Interlocal Agreement. 22 Florida PACE Funding Agency Charter Agreement (M) In addition to the other provisions and requirements of this Charter Agreement, any Financing Documents may contain such provisions as the Board of Directors deems appropriate. (N) All Obligations issued hereunder shall not be invalid for any irregularity or defect in the proceedings for the issuance and sale thereof and shall be incontestable in the hands of bona fide purchasers for value. No proceedings in respect to the issuance of such Obligations shall be necessary except such as are required by law, this Charter Agreement or the Financing Documents. The provisions of the Financing Documents shall constitute an irrevocable contract between the Agency and the holders of the Obligations issued pursuant to the provisions thereof. (0) Holders of Obligations shall be considered third party beneficiaries hereunder and may enforce the provisions of this Charter Agreement or general law. SECTION 2.10. MERGER; DISSOLUTION. (A) In no event shall a merger involving the Agency be permitted, unless otherwise approved by resolution of the local governments which are then members of the Agency pursuant to this Charter Agreement. (B) The dissolution of the Agency shall occur by law and transfer the title to all property owned by the Agency in a manner consistent with Chapter 189, Florida Statutes, unless (1) the Agency is merged into an independent special district as acknowledged herein, (2) this Charter Agreement is terminated pursuant to Section 3.02 hereof, or (3) as otherwise provided in a dissolution plan approved and adopted by resolution of the local governments which are then members of the Agency pursuant to this Charter Agreement. SECTION 2.11. ENFORCEMENT AND PENALTIES. The Board of Directors or any aggrieved person may have recourse to such remedies in law and equity as may be necessary to ensure compliance with the provisions of this Charter Agreement, including injunctive relief to mandate compliance with or enjoin or restrain any person violating the provisions of this Charter Agreement and any bylaws, resolutions, regulations, rules, codes, and orders adopted under this Charter Agreement, and the court shall, upon proof of such failure of compliance or violation, have the duty to issue forthwith such temporary and permanent injunctions as are necessary to mandate compliance with or prevent such further violations thereof. SECTION 2.12. TAX EXEMPTION. As the exercise of the powers conferred by this Charter Agreement to effect the purposes of this Charter Agreement constitute 23 Florida PACE Funding Agency Charter Agreement 19 the performance of essential public functions, and as the programs of the Agency constitute public purposes as more particularly articulated in the Supplemental Act, all assets and properties of the Agency and all Obligations issued hereunder and interest paid thereon and all assessment proceeds, rates, fees, charges, and other revenues derived by the Agency from the activities, services, and programs provided for by this Charter Agreement or otherwise shall be exempt from all taxes by the State or any political subdivision, agency, or instrumentality thereof, except that this exemption shall not apply to interest earnings subject to taxation under Chapter 220, Florida Statutes. [Remainder of page intentionally left blank.] 24 Florida PACE Funding Agency Charter Agreement ARTICLE III GENERAL PROVISIONS SECTION 3.01. INTERLOCAL AGREEMENT PROVISIONS. This Charter Agreement constitutes a joint exercise of power, privilege or authority by and between the Incorporators and shall be deemed to be an "interlocal agreement" within the meaning of the Florida Interlocal Cooperation Act of 1969, as amended. This Charter Agreement shall be filed with the applicable clerk of the circuit court as provided by Section 163.01(11), Florida Statutes. SECTION 3.02. TERM OF AGREEMENT; DURATION OF AGREEMENT. (A) The term of this Charter Agreement shall commence as of the date first above written, and shall continue for so long as the Agency shall exist. (B) The Agency shall continue to exist so long as the Agency has Obligations outstanding. At such time as no Obligations are outstanding, the Agency may dissolve by a majority vote of the Board of Directors in a manner provided for herein. (C) So long as the Agency has Obligations outstanding, the members of the Agency covenant not to undertake any act or action to withdraw from or otherwise terminate this Charter Agreement; and any such action shall not be effective if such action would leave less than two (2) members. SECTION 3.03. AMENDMENTS AND WAIVERS. (A) Except as otherwise provided herein, no amendment, supplement, modification or waiver of this Charter Agreement shall be binding unless executed in writing by the Agency and the local governments which are then members of the Agency pursuant to this Charter Agreement. (B) To the extent the Agency has no outstanding bonds, Obligations or other evidence of indebtedness, this Charter Agreement may be amended or modified or provisions hereto waived upon the written consent of all the then members of the Agency as more particularly described in Section 2.01(B) hereof. (C) This Charter Agreement is fairly determined as not materially adverse to the holders of any Agency Obligations. Notwithstanding any other provision herein interpreted to the contrary, to the extent the Agency has outstanding Obligations or other evidence of indebtedness, this Charter Agreement may not be amended or modified in any way that is materially adverse to holders of such Obligations or other evidence of indebtedness without the consent in writing of the holders of at least two - thirds (2/3) or 25 Florida PACE Funding Agency Charter Agreement more in principal amount of such Obligations or other evidence of indebtedness then outstanding, or any trustee or insurer duly authorized to provide such consent on behalf of such holders. SECTION 3.04. NOTICES. (A) All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered (or confirmed electronic facsimile transmission) or mailed by registered or certified mail, postage prepaid, or sent by nationally recognized overnight courier (with delivery instructions for "next business day" service) to the Incorporators at the addresses appearing on their respective signature page. (B) Upon execution hereof all notices shall also be sent to the Agency, to the attention of its Chair, with a separate copy to the legal counsel and registered agent of the Agency. (C) Any of the Incorporators (including the Agency after execution hereof by the Incorporators) may, by notice in writing given to the others, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Any notice shall be deemed given on the date such notice is delivered by hand (or confirmed electronic facsimile transmission) or three days after the date mailed. SECTION 3.05. IMMUNITY; LIMITED LIABILITY. (A) All of the privileges and immunities from liability and exemptions from laws, ordinances and rules which apply to the activity of officials, officers, agents or employees of the general purpose local governments incorporating or by law deemed members of the Agency shall apply to the officials, officers, agents or employees of the Agency when performing their respective functions and duties under the provisions of this Charter Agreement. (B) The Agency and the general purpose local governments incorporating or by law deemed members of the Agency are and shall be subject to Sections 768.28 and 163.01(9)(c), Florida Statutes, and any other provisions of Florida law governing sovereign immunity. Pursuant to Section 163.01(5)(0), Florida Statutes, such local governments may not be held jointly or severally liable for the torts of the officers or employees of the Agency, or any other tort attributable to the Agency or another member of the Agency, and that the Agency alone shall be liable for any torts attributable to it or for torts of its officers, employees or agents, and then only to the extent of the waiver of sovereign immunity or limitation of liability as specified in Section 768.28, Florida 26 Florida PACE Funding Agency Charter Agreement Statutes. The general purpose local governments incorporating or by law deemed members of the Agency intend that the Agency shall have all of the privileges and immunities from liability and exemptions from laws, ordinances, rules and common law which apply to the municipalities and counties of the State. Nothing in this Charter Agreement is intended to inure to the benefit of any third -party for the purpose of allowing any claim, which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. (C) Neither any Incorporator nor any subsequent Subscribing Local Government shall in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the Agency, the Board of Directors or any other agents, employees, officers or officials of the Agency, except to the extent otherwise mutually and expressly agreed upon, and neither the Agency, the Board of Directors nor any other agents, employees, officers or officials of the Agency have any authority or power to otherwise obligate one or more of the Incorporators or Members of the Agency, nor any subsequently Subscribing Local Government in any manner. SECTION 3.06. BINDING EFFECT. All actions of the Agency heretofore are acknowledged and ratified as to effect. To the extent provided herein, this Charter Agreement shall be binding upon the parties, their respective successors and assigns and shall inure to the benefit of the parties, their respective successors and assigns. SECTION 3.07. SEVERABILITY. In the event any provision of this Charter Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable the Interlocal Agreement otherwise or any other provision hereof. SECTION 3.08. EXECUTION IN COUNTERPARTS. This Charter Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 3.09. APPLICABLE LAW. This Charter Agreement shall be governed by and construed in accordance with the laws of the State of Florida. SECTION 3.10. ENTIRE AGREEMENT. This Charter Agreement constitutes the entire updated, amended, codified and restated agreement among the parties pertaining to the subject matter hereof, and there are no warranties, representations or other agreements among the parties in connection with the subject matter hereof, except as specifically set forth herein. Incorporator Signature Page 27 Florida PACE Funding Agency Charter Agreement IN WITNESS WHEREOF, the undersigned have caused this Charter Agreement to be duly executed and entered into as of this date. ROARD OF ('01 NTY COMMISSIONERS ,. � to �IcL��tOur" � t��r ATTY' s"I': al)d C, (otnptrollel P 28 Florida PACE Funding Agency Charter Agreement Incorporator Signature Page IN WITNESS WHEREOF, the undersigned have caused this Charter Agreement to be duly executed and entered into as of this date. THE CITY COMMISSION OF TIME CITY OIL KISSIMMFF, FLORIDA (5V AL tk. By Mayor ATI FSI City Clerk T 29 Florida PACE Funding Agency Charter Agreement Agency Acknowledgment Page IN WITNESS WHEREOF, the undersigned on behalf of the Agency hereby accepts and acknowledges this Charter Agreement and the provisions set forth herein. U1,,,0RD1A PACE FUNDING, AGENCY Chair ATI ES T. I 30 EISS SERTA HELFMAN COLE & BIER- AT THL CROSSROADS Or- BusINEss, GOVERNMENT & TIME LAIN CHAD S. FRIEDMAN, MEMBER Uriednian w sh- law. coin March 29, 2018 Via Federal Express Rhonda Haag Monroe County Director Sustainability and Projects 102050 Overseas Highway, Ste. 246 They Largo, FL 33037 Re: Green Corridor PACE District Membership Agreement Dear Ms. Haag: Enclosed are three original copies of the Membership Agreement between the Green Corridor PACE District and Monroe County. Please date and sign each agreement. Once the agreements have been executed, kindly forward one original to Mr. Paul' b'Vinkeljohn at GMS, 5385 N. Nob Hill Road, Sunrise, Florida 33351, and email a copy to my attention at m l If there is anything else you may need, please let us know. Please note that we have replaced the word "Contractor" to "Green Corridor" throughout the agreement, as the term "Contractor" was not defined in the agreement. In addition, the additional documents (opinion of bond counsel, indemnification, insurance coverage, and) required by sections 8, 25, and 26 if the agreement are forthcoming. Sincer ly, Mayra Xtr Legal Assistant to Chad S. Friedman Enclosures mea/2187.003 cc: Crystal Crawford (via email) Emily Goodwin (via email) Jennifer McConnell (via email) Kate Wesner (via email) Paul Wnkeljohn (via email) 2525 Ponce de Leon Blvd., Suite 700, Coral Gables, FL 38734 1 305 °854 -o80o I www.w Racket Pg. 2116 NON - EXCLUSIVE INTERLOCAL AGREEMENT BETWEEN THE GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY (PACE) DISTRICT AND MONROE COUNTY, FLORIDA This Interlocal Agreement ( "Agreement ") is entered into this ____day of , 2018 by and between the Green Corridor Property Assessment Clean Energy (PACE) District, a public body corporate and politic ( "Green Corridor "), and Monroe County, a political subdivision of the State of Florida ( "County ") collectively, the ( "Parties "), each one constituting a public agency as defined in Part I of Chapter 163, Florida Statutes, for the purpose of providing a PACE program within the County. RECITALS WHEREAS, Section 163.01, Florida Statutes, known as the "Florida Interlocal Cooperation Act of 1969" authorizes local governments to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities that will harmonize geographic, economic, population and other factors influencing the needs and development of local communities; and WHEREAS, Part I of Chapter 163, Florida Statutes, permits public agencies as defined therein to enter into interlocal agreements with each other to jointly exercise any power, privilege, or authority which such agencies share in common and which each might exercise separately; and WHEREAS, Section 163.08, Florida Statutes (the "PACE Statute ") authorizes financing of qualifying improvements through agreements for property to be subject to a voluntary, non -ad valorem special assessment process as the repayment mechanism, commonly known as "Property Assessed Clean Energy" or "PACE" assessments; and WHEREAS, on August 6, 2012, the Green Corridor was created as a separate legal entity pursuant to Section 163.01(7), Florida Statutes, to finance qualifying improvements, including energy conservation and efficiency, renewable energy, and wind resistance improvements, in accordance with the PACE Statute, as may be amended by law; and WHEREAS, the town of Cutler Bay, Village of Palmetto Bay, Village of Pinecrest, City of South Miami, Miami Shores Village, City of Coral Gables and City of Miami entered into an Interlocal Agreement ( "Interlocal Agreement "), establishing Green Corridor Property Assessment Clean Energy (PACE) District as a means of implementing and financing a qualifying improvements program for energy and water conservation and efficiency, renewable I energy and wind- resistance improvements, and to provide additional services consistent with law, attached as Exhibit A; and WHEREAS, on March 21, 2018 the Monroe County Board of County Commissioners adopted the Monroe County Property Assessed Clean Energy Ordinance (PACE) ( "Ordinance "), and provided for certain consumer protections and requirements for PACE Providers; and WHEREAS, the County is concurrently adopting a Resolution authorizing the Green Corridor to provide PACE financing and funding to property owners for qualifying improvements within the County, in accordance with the PACE Statute and the Ordinance; and WHEREAS, the Parties have determined that entering into this Interlocal Agreement is in the best interest and welfare of the property owners within the County. NOW, THEREFORE, in consideration of the terms and conditions, promises and covenants hereinafter set forth, the Parties agree as follows: Section 1. Recitals Incorporated The above recitals are true and correct and incorporated herein. Section 2. Purpose The purpose of this Interlocal Agreement is to facilitate the financing of qualifying improvements for property owners within the County in accordance with the PACE Statute, and the Ordinance, by virtue of the County's joining the Green Corridor as a non - voting member and allowing the Green Corridor's existing PACE Program ( "Program ") to operate within the County. Pursuant to the Ordinance, this Interlocal Agreement shall be applicable within the unincorporated areas of Monroe County, and in all municipalities that have not adopted an ordinance governing any or all of the subject matter of the Ordinance, regardless of the time of passage of the municipal ordinance ( "participating municipalities "). Section 3. Qualifying Improvements The County shall allow the Green Corridor to provide financing of qualifying improvements, including energy conservation and efficiency, renewable energy, and wind resistance improvements, as defined in the PACE Statute, as may be amended by law, on properties within the County and participating municipalities. Section 4. Non - Exclusive The Green Corridor Program is non - exclusive, meaning the County specifically reserves the right to participate with or join any other entity providing a similar program or create its own program under the PACE Statute. 2 Section 5. Assessment by the Green Corridor; County Collection Ministerial. The Parties hereto acknowledge and agree that the non -ad valorem assessments arising from a property owner's voluntary participation in the Program are imposed by the Green Corridor and not the County. Additionally, the Parties agree that the County's collection and distribution of any non -ad valorem assessments imposed by the Green Corridor are purely ministerial acts. Section 6. Creation of State, County, or Municipal Debts Prohibited The County and participating municipalities shall not incur nor ever be requested to authorize any obligations secured by special assessments associated with qualifying improvements imposed by the Green Corridor pursuant to the PACE Statute. No special purpose local government acting pursuant to the PACE Statute, the Ordinance, or this Agreement shall be empowered or authorized in any manner to create a debt as against the County and participating municipalities and shall not pledge the full faith and credit of the County and participating municipalities in any manner whatsoever. No revenue bonds or debt obligations of any special purpose local government acting pursuant to the PACE Statute, shall ever pledge or imply any pledge that the County or any participating municipality shall be obligated to pay the same or the interest thereon, nor state or imply that such obligations payable from the full faith and credit or the taxing power of the state, the County, or any participating municipality within the County as a result of the Ordinance or this Agreement. The issuance of revenue or refunding bonds by the Green Corridor under the provisions of law, the Green Corridor's governance documents, or any agreement or resolution shall not, as the result of the Ordinance or this Agreement, be deemed in any manner, directly or indirectly or contingently, to obligate the County and participating municipalities, to levy or to pledge any form of ad valorem taxation or other county or municipal revenues or to make any appropriation for their payment whatsoever. Section 7. Program Guidelines: The Parties agree that the Program to be offered in the County will be governed by the Ordinance and the Green Corridor's guidelines. If there is a conflict between the Green Corridor's guidelines and the Ordinance, the Ordinance shall control. Green Corridor will inform every property owner that by law these non -ad valorem assessments must be collected pursuant to sections 163.01, 163.08, 197.3632, and 197.3635, Florida Statutes; and, are not imposed by the County, any participating municipality, the property appraiser, nor the tax collector, and that they are levied and imposed solely by the Green Corridor, and only then upon voluntary application of the private property owner as expressly enabled, authorized and encouraged by the PACE Statute, as well as the Ordinance, to accomplish a compelling state interest with the Green Corridor's local government assistance. 3 Section 8. Opinion of Bond Counsel. Prior to the execution of this Agreement, the Green Corridor shall deliver to the County an "Opinion of Bond Counsel" stating that, based on the counsel's review of the bond validation judgment and the underlying bond documents, the Program's structure complies with the bond validation judgment and the underlying bond documents. The Green Corridor acknowledges that the County is relying on the Opinion of Bond Counsel in its decision to execute this Agreement. Section 9. Boundaries Pursuant to this Agreement, the boundaries of the Green Corridor shall include the legal boundaries of the County, which boundaries may be limited, expanded, or more specifically designated from time to time by the County by providing written notice to the Green Corridor. As contemplated in the Interlocal Agreement (as defined below) and as supplemented by this Agreement, the Green Corridor will, on a nonexclusive basis, levy voluntary, non ad valorem special assessments on the benefitted properties within the boundaries of the County and participating municipalities to help finance the costs of qualifying improvements for those individual properties. Those properties receiving financing for qualifying improvements shall be assessed from time to time, in accordance with the PACE Statute, the Ordinance, and other applicable law. Notwithstanding termination of this Agreement or notice of a change in boundaries by the County as provided for above, those properties that have received financing for qualifying improvements shall continue to be a part of the Green Corridor, until such time that all outstanding debt has been satisfied. Section 10. Financing Agreement The Parties agree that the Green Corridor may enter into a financing agreement, pursuant to the PACE Statute and the Ordinance with property owner(s) who obtain financing through the Green Corridor within the County and participating municipalities. Notwithstanding any other provision in this Agreement, rates, fees and charges shall not exceed those contained in Chapter 687, Florida Statutes. Section 11. Responsibilities of the Green Corridor, Indemnification; Liability a. All of the privileges and immunities from liability and exemptions from laws, ordinances and rules which apply to the activity of officials, officers, agents or employees of the Parties, and participating municipalities, shall apply to the officials, officers, agents or employees thereof when performing their respective functions and duties under the provisions of this Agreement. b. The County, participating municipalities, and the Green Corridor are and shall be subject to Sections 768.28 and 163.01(9)(c), Florida Statutes, and any other provisions of Florida law governing sovereign immunity. Pursuant to the PACE Statute and this Agreement, the local governments who are either the incorporators or members of the Green Corridor, or any subsequently served or participating local government shall not be held jointly liable for the torts of the 4 officers or employees of the Green Corridor, or any other tort attributable to the Green Corridor, and the Green Corridor alone shall be liable for any torts attributable to it or for torts of its officers, employees or agents, and then only to the extent of the waiver of sovereign immunity or limitation of liability as specified in Section 768.28, Florida Statutes. The County and the Green Corridor acknowledge and agree that the Green Corridor shall have all of the applicable privileges and immunities from liability and exemptions from laws, ordinances, rules and common law which apply to the municipalities and counties of the State. c. To the extent provided by law, the Green Corridor agrees to protect, defend, reimburse, indemnify and hold the County and participating municipalities, its agents, employees and elected officers (Indemnified Parties), and each of them free and harmless at all times from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney's fees, costs and expenses of whatsoever kind or nature (collectively, a "Claim ") whether arising in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, by reason of any act, omission or fault whether active or passive of the County or any participating municipality, of anyone acting under its direction or control, or on its behalf in connection with or incident to the performance of this Agreement. Green Corridor's aforesaid indemnity and hold harmless obligations, or portions or applications thereof, shall apply to the fullest extent permitted by law but in no event shall they apply to liability caused by the negligence or willful misconduct of the County or participating municipalities, its respective agents, servants, employees or officers, nor shall the liability limits set forth in 768.28, Florida Statutes, be waived. Nothing in this Agreement is intended to inure to the benefit of any third -party or for the purpose of allowing any claim, which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. In the event any Claim is brought against an Indemnified Party, the Green Corridor, shall upon written notice from an Indemnified Party, defend each Indemnified Party against each such Claim by counsel satisfactory to the Indemnified Party or, at the Indemnified Party's option, it may elect to provide its own defense. The obligations of this section shall survive the expiration or earlier termination of this Agreement. d. The Green Corridor is an independent local government. Neither the County, nor any participating municipality, who are served by the Green Corridor, shall in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the Green Corridor, its Board of Directors or any other agents, employees, officers or officials of the Green Corridor, except to the extent otherwise mutually and expressly agreed upon in writing. In addition, the Green Corridor, its Board of Directors or any other agents, employees, officers or officials of the Green Corridor shall have no authority or power to otherwise 5 obligate either the County, or any participating municipalities within the County served by the Green Corridor pursuant to the Ordinance. e. Notwithstanding the provisio s of Se . 768.28, Florida Statutes, the participation 4c >pt of tl-le County and the - rrt P t is Agreement and the acquisition of any commercial liability insurance coverage, self - insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. Section 12. Agreements with Tax Collector, Property Appraiser and Municipalities The Green Corridor acknowledges that the County has no authority to bind the County Tax Collector and the County Property Appraiser, and the Green Corridor will be required to enter into separate agreement(s) therewith, which shall establish the fees (if any) to be charged by the Tax Collector and Property Appraiser for the collection or handling of the Program's special assessments. The Green Corridor also acknowledges that all incorporated municipalities in the County that have not adopted an ordinance governing any or all of the subject matter of the Ordinance will be included in the Program. As the County is made aware of such cases, the County will notify the Green Corridor of any municipality that will not be included in the Program, and that the Green Corridor will have no authority to operate the Program within such municipality under the terms of this Agreement and the Ordinance. Section 13. Resale or Refinancing of a Property The Green Corridor recognizes that some lenders may require full repayment of the Program's special assessments upon resale or refinancing of a property subject to the Program's special assessments. The Green Corridor agrees to provide written disclosure of this matter to all property owners that may utilize the Program. Section 14. Term of Agreement Duration of Agreement; No Exclusivity a. The term of this Agreement shall commence as of the date first above written. b. The term shall continue so long as the Green Corridor has obligations outstanding which are secured by pledged revenues derived from financing agreements relating to any properties within the boundaries of the County and participating municipalities, or the Green Corridor has projects for qualified improvements underway therein; the applicable provisions, authority and responsibility under this Agreement reasonably necessary to carry out the remaining aspects of the Program and responsibilities of Green Corridor then underway, shall remain in effect and survive any termination until such time as those obligations and all associated remaining Green Corridor responsibilities are fulfilled (including, but not limited to, the collection of assessments in due course). Provided, however, 6 the Green Corridor's powers employed and exercised shall be non - exclusive, and the County, pursuant to the Ordinance, is free to and reserves the right to enter into or otherwise encourage or commence any other program for financing qualified improvements using non -ad valorem assessments. c. Notwithstanding subsection (b), either party may at any time terminate this Agreement upon sixty (60) days written notice provided as required by Section 17. Provided, however, no termination of this Agreement shall preclude the Green Corridor from exercising any of its power or authority after any termination, including without limiting the generality of the foregoing, that specifically associated with its mission or collection of any of its Obligations outstanding which are secured by pledged revenues derived from financing agreements. In the event the Green Corridor's rights under this Agreement to impose new non -ad valorem assessments shall ever end, then as of the effective date of the termination, all rights and obligations of the parties shall continue as specified in subsection (B) until such time as all Green Corridor's obligations, and all associated remaining Program responsibilities are fulfilled (including, but not limited to, the collection of assessments in due course). Section 15. Consent This Agreement and any required resolution or ordinance of an individual Party shall be considered the County's consent to participate in the Program pursuant to the PACE Statute. Section 16. Voting Rights The Parties agree that the County shall be a non - voting member of the Green Corridor for the term of this Agreement. Section 17. Notices. Any notices to be given here under shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as federal Express), or by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: County: Monroe County ATTN: County Administrator 1100 Simonton Street, Suite 205 Key West, Florida 33040 7 With a copy to: Monroe County ATTN: County Attorney 1111 12th Street, Suite 408 Key West, Florida 33040 Green Corridor: Paul Winkeljohn, Executive Director Green Corridor 5385 Nob Hill Road Sunrise, Florida 33351 With a copy to: Program Counsel for the Green Corridor Weiss Scrota Helfman Cole & Bierman, P.L. 2525 Ponce de Leon Boulevard, Suite 700 Coral Gables, Florida 33134 Section 18. Amendments It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith by the Parties hereto. Section 19. Joint Effort. The preparation of this Agreement has been a joint effort of the Parties hereto and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. Section 20. Merger This Agreement incorporates and includes all prior negotiations, correspondence, agreements, or understandings applicable to the matters contained herein; and the Parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. Section 21. Assignment The respective obligations of the Parties set forth in this Agreement shall not be assigned, in whole or in part, without the written consent of the other Parties hereto. Section 22. Public Records. Green Corridor shall comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Green Corridor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Green Corridor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by Green Corridor. Failure of Green Corridor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. Green Corridor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of contract, Green Corridor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Green Corridor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of Green Corridor or keep and maintain public records that would be required by the County to perform the service. If Green Corridor transfers all public records to the County upon completion of the contract, Green Corridor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Green Corridor keeps and maintains public records upon completion of the contract, Green Corridor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify Green Corridor of the request, and Green Corridor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. IF THE GREEN CORRIDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO GREEN CORRIDOR' S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292 -3470 Section 23. No Third Party Beneficiaries. It is the intent and agreement of the Parties that this Agreement is solely for the benefit of the Parties and participating municipalities under the Ordinance and no other party or entity shall have any rights or privileges hereunder. Section 24. Severability In the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective. Section 25. Administrator Indemnification Additional Insured. a. The Green Corridor will promptly request and obtain from its administrator, Ygrene Energy Fund Florida LLC ( "Ygrene "), and any subsequent administrator, a separate indemnification agreement as to its actions and activities on behalf of the Green Corridor concerning all of the subject matter of this Agreement for the benefit of the County and participating municipalities. The form of the indemnification agreement shall be approved by the County Attorney's Office, prior to the administrator assuming responsibilities for the Green Corridor pursuant to this agreement. b. The Green Corridor will promptly request and obtain from its administrator, Ygrene, and any subsequent administrator, and provide the County a certificate showing the County as an additional insured for the coverages the Green Corridor requires of its administrator, which are currently: Worker's Compensation Statutory Employer's Liability $1,000,000 Commercial General Liability $1,000,000 per occurrence $1,000,000 aggregate Commercial Auto Liability $1,000,000 combined single limit Professional Liability (E &O) $1,000,000 per occurrence $2,000,000 aggregate c. The statement or certificate evidencing the County is named as an additional insured will include a standard insurance industry statement prohibiting cancellation, termination, or modification of the policy or a reduction of coverage without first giving the County (as an additional insured) at least ten (10) days prior written notice of such proposed action. Section 26. Insurance by the Green Corridor. Without waiving the right to sovereign immunity as provided by Section 768.28, Florida Statute, the Green Corridor 10 acknowledges to be self- insured for General Liability and Automobile Liability under Florida sovereign immunity statutes with coverage limits of $200,000 Per Person and $300,000 Per Occurrence; or such monetary waiver limits that may change and be set forth by the legislature. In the event the Green Corridor maintains third -party Commercial General Liability and Business Auto Liability in lieu of exclusive reliance of self-insurance under Section 768.28 Florida Statute, the Green Corridor shall agree to maintain said insurance policies at limits not less than $500,000 combined single limit for bodily injury or property damage. Green Corridor agrees to maintain or to be self - insured for Workers' Compensation & Employer's Liability insurance in accordance with Section 440, Florida Statutes. When requested, Green Corridor shall agree to provide an affidavit or Certificate of Insurance evidencing insurance, self-insurance and/or sovereign immunity status, which County agrees to recognize as acceptable for the above mentioned coverage. Compliance with the foregoing requirements shall not relieve the Green Corridor of its liability and obligations under this Agreement. Section 27. Venue The venue of any legal or equitable action that arises out of or relates to this Agreement shall be in the appropriate state court in Monroe County, Florida. In any such action, Florida law shall apply. BY ENTERING INTO THIS AGREEMENT, THE GREEN CORRIDOR AND COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. IF THE GREEN CORRIDOR FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT OF THIS AGREEMENT AFTER WRITTEN NOTICE BY THE COUNTY OF VIOLATION OF THIS SECTION, THE GREEN CORRIDOR SHALL BE LIABLE FOR THE REASONABLE ATTORNEYS' FEES AND COSTS OF THE COUNTY IN CONTESTING THE REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS SHALL BE AWARDED BY THE COURT IN ADJUDICATING THE MOTION. Section 28. Effective Date This Agreement shall become effective upon the execution by the Parties hereto. Section 29. Delegation of Duty. Nothing contained herein shall be deemed to authorize the delegation of the constitutional or statutory duties of state, county, or city officers. Section 30. Recording This Agreement shall be recorded by the Green Corridor with the Clerk of the Circuit Court in Monroe County, Florida, and Miami -Dade County, Florida. Section 31. Nondiscrimination. County and Green Corridor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, 11 effective the date of the court order. Green Corridor agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88- 352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s.794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Section 32. Captions The captions and section designations herein set forth are for convenience only and shall have no substantive meaning. Section 33. _Attorney's Fees and Costs. The County and Green Corridor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of- pocket expenses, as an award against the non - prevailing party, and shall include attorney's fees, courts costs, investigative, and out- of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Section 34. Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and t and their respective legal representatives, successors, and assigns. 12 Section 35. Adjudication of Disputes or Disagreements, County and Green Corridor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. Section 36. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Green Corridor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Green Corridor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Section 37. Covenant of No Interest. County and Green Corridor covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. Section 38. Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Section 39. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Section 40. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. 13 Section 41. Mutual Review. This agreement has been carefully reviewed by Green Corridor and the County, therefore this agreement is not to be construed against either party on the basis of authorship. [signature page follows] 14 IN WITNESS WHEREOF, the undersigned have caused this Non - Exclusive Interlocal Agreement to be duly executed and entered into as of the elate first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY s David Rice, Mayor Attest: Cleric ATTEST: s APPROVED AS TO NORM Approved as to form Assistant County Attorney GREEN CORRIDOR PROPERTY ASSES MENT CLEAN ENERGY (PAC IST C By. xecutive D irector [SIGNATURE PAGE TO MEMBERSHIP AGREEMENT] 15 EXHIBIT "A" rNTERLOCAL AGREEMENT 16 NON - EXCLUSIVE INTERLOCAL AGREEMENT BETWEEN THE GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY (PACE) DISTRICT AND MONROE COUNTY, FLORIDA This Interlocal Agreement ( "Agreement") is entered into this day of , 2018 by and between the Green Corridor Property Assessment Clean Energy (PACE) District, a public body corporate and politic ( "Green Corridor "), and Monroe County, a political subdivision of the State of Florida ( "County ") collectively, the ( "Parties "), each one constituting a public agency as defined in Part I of Chapter 163, Florida Statutes, for the purpose of providing a PACE program within the County. RECITALS WHEREAS, Section 163.01, Florida Statutes, known as the "Florida Interlocal Cooperation Act of 1969" authorizes local governments to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities that will harmonize geographic, economic, population and other factors influencing the needs and development of local communities; and WHEREAS, Part I of Chapter 163, Florida Statutes, permits public agencies as defined therein to enter into interlocal agreements with each other to jointly exercise any power, privilege, or authority which such agencies share in common and which each might exercise separately; and WHEREAS, Section 163.08, Florida Statutes (the "PACE Statute ") authorizes financing of qualifying improvements through agreements for property to be subject to a voluntary, non -ad valorem special assessment process as the repayment mechanism, commonly known as "Property Assessed Clean Energy" or "PACE" assessments; and WHEREAS, on August 6, 2012, the Green Corridor was created as a separate legal entity pursuant to Section 163.01(7), Florida Statutes, to finance qualifying improvements, including energy conservation and efficiency, renewable energy, and wind resistance improvements, in accordance with the PACE Statute, as may be amended by law; and WHEREAS, the town of Cutler Bay, Village of Palmetto Bay, Village of Pinecrest, City of South Miami, Miami Shores Village, City of Coral Gables and City of Miami entered into an Interlocal Agreement ( "Interlocal Agreement "), establishing Green Corridor Property Assessment Clean Energy (PACE) District as a means of implementing and financing a qualifying improvements program for energy and water conservation and efficiency, renewable 1 energy and wind - resistance improvements, and to provide additional services consistent with law, attached as Exhibit A; and WHEREAS, on March 21, 2018 the Monroe County Board of County Commissioners adopted the Monroe County Property Assessed Clean Energy Ordinance (PACE) ( "Ordinance "), and provided for certain consumer protections and requirements for PACE Providers; and WHEREAS, the County is concurrently adopting a Resolution authorizing the Green Corridor to provide PACE financing and funding to property owners for qualifying improvements within the County, in accordance with the PACE Statute and the Ordinance; and WHEREAS, the Parties have determined that entering into this Interlocal Agreement is in the best interest and welfare of the property owners within the County. NOW, THEREFORE, in consideration of the terms and conditions, promises and covenants hereinafter set forth, the Parties agree as follows: Section 1. Recitals Incorporated The above recitals are true and correct and incorporated herein. Section 2. Purpose The purpose of this Interlocal Agreement is to facilitate the financing of qualifying improvements for property owners within the County in accordance with the PACE Statute, and the Ordinance, by virtue of the County's joining the Green Corridor as a non - voting member and allowing the Green Corridor's existing PACE Program ( "Program ") to operate within the County. Pursuant to the Ordinance, this Interlocal Agreement shall be applicable within the unincorporated areas of Monroe County, and in all municipalities that have not adopted an ordinance governing any or all of the subject matter of the Ordinance, regardless of the time of passage of the municipal ordinance ("participating municipalities "). Section 3. Qualifying Improvements The County shall allow the Green Corridor to provide financing of qualifying improvements, including energy conservation and efficiency, renewable energy, and wind resistance improvements, as defined in the PACE Statute, as may be amended by law, on properties within the County and participating municipalities. Section 4. Non - Exclusive The Green Corridor Program is non - exclusive, meaning the County specifically reserves the right to participate with or join any other entity providing a similar program or create its own program under the PACE Statute. 2 Section 5. Assessment by the Green Corridor; County Collection Ministerial The Parties hereto acknowledge and agree that the non -ad valorem assessments arising from a property owner's voluntary participation in the Program are imposed by the Green - Corridor and not the County. Additionally, the Parties agree that the County's collection and distribution of any non -ad valorem assessments imposed by the Green Corridor are purely ministerial acts. Section 6. Creation of State, County, or Municipal Debts Prohibited The County and participating municipalities shall not incur nor ever be requested to authorize any obligations secured by special assessments associated ' with qualifying improvements imposed by the Green Corridor pursuant to the PACE Statute. No special purpose local government acting pursuant to the PACE Statute, the Ordinance, or this Agreement shall be empowered or authorized in any manner to create a debt as against the County and participating municipalities and shall not pledge the full faith and credit of the County and participating municipalities in any manner whatsoever. No revenue bonds or debt obligations of any special purpose local government acting pursuant to the PACE Statute, shall ever pledge or imply any pledge that the County or any participating municipality shall be obligated to pay the same or the interest thereon, not state or imply that such obligations payable from the full faith and credit or the taxing power of the state, the County, or any participating municipality within the County as a result of the Ordinance or this Agreement. The issuance of revenue or refunding bonds by the Green Corridor under the provisions of law, the Green Corridor's governance documents, or any agreement or resolution shall not, as the result of the Ordinance or this Agreement, be deemed in any manner, directly or indirectly or contingently, to obligate the County and participating municipalities, to levy or to pledge any form of ad valorem taxation or other county or municipal revenues or to make any appropriation for their payment whatsoever. Section 7. Program Guidelines: The Parties agree that the Program to be offered in the County will be governed by the Ordinance and the Green Corridor's guidelines. If there is a conflict between the Green Corridor's guidelines and the Ordinance, the Ordinance shall control. Green Corridor will inform every property owner that by law these non -ad valorem assessments must be collected pursuant to sections 163.01, 163.08, 197.3632, and 197.3635, Florida Statutes; and, are not imposed by the County, any participating municipality, the property appraiser, nor the tax collector, and that they are levied and imposed solely by the Green Corridor, and only then upon voluntary application of the private property owner as expressly enabled, authorized and encouraged by the PACE Statute, as well as the Ordinance, to accomplish a compelling state interest with the Green Corridor's local government assistance. •.... •:... 3 Section 8. Opinion of Bond Counsel Prior to the execution of this Agreement, the Green Corridor shall deliver to the County an "Opinion of Bond Counsel" stating that, based on the counsel's review of the bond validation judgment and the underlying bond documents, the Program's structure complies with the bond validation judgment and the underlying bond documents. The Green Corridor acknowledges that the County is relying on the Opinion of Bond Counsel in its decision to execute this Agreement. Section 9. Boundaries Pursuant to this Agreement, the boundaries of the Green Corridor shall include the legal boundaries of the County, which boundaries may be limited, expanded, or more specifically designated from time to time by the County by providing written notice to the Green Corridor. As contemplated in the Interlocal Agreement (as defined below) and as supplemented by this Agreement, the Green Corridor will, on a non - exclusive basis, levy voluntary, non ad valorem special assessments on the benefitted properties within the boundaries of the County and participating municipalities to help finance the costs of qualifying improvements for those individual properties. Those properties receiving financing for qualifying improvements shall be assessed from time to time, in accordance with the PACE Statute, the Ordinance, and other applicable law. Notwithstanding termination of this Agreement or notice of a change in boundaries by the County as provided for above, those properties that have received financing for qualifying improvements shall continue to be a part of the Green Corridor, until such time that all outstanding debt has been satisfied. Section 10. Financing Agreement The Parties agree that the Green Corridor may enter into a financing agreement, pursuant to the PACE Statute and the Ordinance with property owner(s) who obtain financing through the Green Corridor within the County and participating municipalities. Notwithstanding any other provision in this Agreement, rates, fees and charges shall not exceed those contained in Chapter 687, Florida Statutes. Section 11. Responsibilities of the Green Corridor; Indemnification; _L_iability a. All of the privileges and immunities from liability and exemptions from laws, ordinances and rules which apply to the activity of officials, officers, agents or employees of the Parties, and participating municipalities, shall apply to the officials, officers, agents or employees thereof when performing their respective functions and duties under the provisions of this Agreement. b. The County, participating municipalities, and the Green Corridor are and shall be subject to Sections 768.28 and 163.01(9)(c), Florida Statutes, and any other provisions of Florida law governing sovereign immunity. Pursuant to the PACE Statute and this Agreement, the local governments who are either the incorporators or members of the Green Corridor, or any subsequently served or participating local government shall not be held jointly liable for the torts of the 4 officers or employees of the Green Corridor, or any other tort attributable to the Green Corridor, and the Green Corridor alone shall be liable for any torts attributable to it or for torts of its officers, employees or agents, and then only to the extent of the waiver of sovereign immunity or limitation of Iiability as specified in Section 768.28, Florida Statutes. The County and the Green Corridor acknowledge and agree that the Green Corridor shall have all of the applicable privileges and immunities from liability and exemptions from laws, ordinances, rules and common law which apply to the municipalities and counties of the State. c. To the extent provided by law, the Green Corridor agrees to protect, defend, reimburse, indemnify and hold the County and participating municipalities, its agents, employees and elected officers (Indemnified Parties), and each of them free and harmless at all times from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney's fees, costs and expenses of whatsoever kind or nature (collectively, a "Claim ") whether arising in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, by reason of any act, omission or fault whether active or passive of the County or any participating municipality, of anyone acting under its direction or control, or on its behalf in connection with or incident to the performance of this Agreement. Green Corridor's aforesaid indemnity and hold harmless obligations, or portions or applications thereof, shall apply to the fullest extent permitted by law but in no event shall they apply to liability caused by the negligence or willful misconduct of the County or participating municipalities, its respective agents, servants, employees or officers, nor shall the liability limits set forth in 768.28, Florida Statutes, be waived. Nothing in this Agreement is intended to inure to the benefit of any third -party or for the purpose of allowing any claim, which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. In the event any Claim is brought against an Indemnified Party, the Green Corridor, shall upon written notice from an Indemnified Party, defend each Indemnified Party against each such Claim by counsel satisfactory to the Indemnified Party or, at the Indemnified Party's option, it may elect to provide its own defense. The obligations of this section shall survive the expiration or earlier termination of this Agreement. d. The Green Corridor is an independent local govermnent. Neither the County, nor any participating municipality, who are served by the Green Corridor, shall in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the Green Corridor, its Board of Directors or any other agents, employees, officers or officials of the Green Corridor, except to the extent otherwise mutually and expressly agreed upon in writing. In addition, the Green Corridor, its Board of Directors or any other agents, employees, officers or officials of the Green Corridor shall have no authority or power to otherwise 5 obligate either the County, or any participating municipalities within the County served by the Green Corridor pursuant to the Ordinance. c. Notwithstanding the provisions of Sec. 76 .28, Florida Statutes, the participation of the County and the zn ement and the acquisition of any commercial liability insurance coverage, self - insurance coverage, or Iocal government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. Section 12. Agreements with Tax Collector, Property Appraiser and Municipalities The Green Corridor acknowledges that the County has no authority to bind the County Tax Collector and the County Properly Appraiser, and the Green Corridor will be required to enter into separate agreement(s) therewith, which shall establish the fees (if any) to be charged by the Tax Collector and Property Appraiser for the collection or handling of the Program's special assessments. The Green Corridor also acknowledges that all incorporated municipalities in the County that have not adopted an ordinance governing any or all of the subject matter of the Ordinance will be included in the Program. As the County is made aware of such cases, the County will notify the Green Corridor of any municipality that will not be included in the Program, and that the Green Corridor will have no authority to operate the Program within such municipality under the terms of this Agreement and the Ordinance, Section 13. Resale or Refinancing of a Property The Green Corridor recognizes that some lenders may require full repayment of the Program's special assessments upon resale or refinancing of a property subject to the Program's special assessments. The Green Corridor agrees to provide written disclosure of this matter to all property owners that may utilize the Program. Section 14. Term of Agreement; Duration of Agreement -, No Exclusivity a. The term of this Agreement shall commence as of the date first above written. b. The term shall continue so Long as the Green Corridor has obligations outstanding which are secured by pledged revenues derived from financing agreements relating to any properties within the boundaries of the County and participating municipalities, or the Green Corridor has projects for qualified improvements underway therein, the applicable provisions, authority and responsibility under this Agreement reasonably necessary to carry out the remaining aspects of the Program and responsibilities of Green Corridor then underway, shall remain in effect and survive any termination until such time as those obligations and all associated remaining Green Corridor responsibilities are fulfilled (including, but not limited to, the collection of assessments in due course). Provided, however, 6 the Green Corridor's powers employed and exercised shall be non - exclusive, and the County, pursuant to the Ordinance, is free to and reserves the right to enter into or otherwise encourage or commence any other program for financing qualified improvements using non -ad valorem assessments. c. Notwithstanding subsection (b), either party may at any time terminate this Agreement upon sixty (60) days written notice provided as required by Section 17. Provided, however, no termination of this Agreement shall preclude the Green Corridor from exercising any of its power or authority after any termination, including without limiting the generality of the foregoing, that specifically associated with its mission or collection of any of its Obligations outstanding which are secured by pledged revenues derived from financing agreements. In the event the Green Corridor's rights under this Agreement to impose new non -ad valorem assessments shall ever end, then as of the effective date of the termination, all rights and obligations of the parties shall continue as specified in subsection (B) until such time as all Green Corridor's obligations, and all associated remaining Program responsibilities are fulfilled (including, but not limited to, the collection of assessments in due course). Section 15. Consent This Agreement and any required resolution or ordinance of an individual Party shall be considered the County's consent to participate in the Program pursuant to the PACE Statute. Section 16. Voting Rights fights The Parties agree that the County shall be a non - voting member of the Green Corridor for the term of this Agreement. Section 17. Notices. Any notices to be given here under shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: County: Monroe County ATTN: County Administrator 1100 Simonton Street, Suite 205 Key West, Florida 33040 7 With a copy to: Monroe County ATTN: County Attorney 1111 12th Street, Suite 408 Key West, Florida 33040 Green Corridor: Paul Winkeljohn, Executive Director Green Corridor 5385 Nob Hill Road Sunrise, Florida 33351 With a copy to: Program Counsel for the Green Corridor Weiss Scrota Helfman Cole & Bierman, P.L. 2525 Ponce de Leon Boulevard, Suite 700 Coral Gables, Florida 33134 Section 18. Amendments It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith by the Parties hereto. Section 19. Joint Effort. The preparation of this Agreement has been a joint effort of the Parties hereto and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. Section 20. Merger This Agreement incorporates and includes all prior negotiations, correspondence, agreements, or understandings applicable to the matters contained herein; and the Parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. Section 21. Assignment The respective obligations of the Parties set forth in this Agreement shall not be assigned, in whole or in part, without the written consent of the other Parties hereto. Section 22. Public Records. Green Corridor shall comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Green Corridor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Green Corridor in 8 conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by Green Corridor. Failure of Green Corridor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. Green Corridor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F. S. 119.0701 and the terms and conditions of this contract, Green Corridor is required to; (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Green Corridor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of Green Corridor or keep and maintain public records that would be required by the County to perform the service. If Green Corridor transfers all public records to the County upon completion of the contract, Green Corridor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Green Corridor keeps and maintains public records upon completion of the contract, Green Corridor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify Green Corridor of the request, and Green Corridor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. IF THE GREEN CORRIDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO GREEN CORRIDOR' S DUTY TO 9 PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292 -3470 Section 23. No Third Party Beneficiaries. It is the intent and agreement of the Parties that this Agreement is solely for the benefit of the Parties and participating municipalities under the Ordinance and no other party or entity shall have any rights or privileges hereunder. Section 24. Severability in the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective. Section 25. Administrator Indemnification, Additional Insured. a. The Green Corridor will promptly request and obtain from its administrator, Ygrene Energy Fund Florida LLC ( "Ygrene "), and any subsequent administrator, a separate indemnification agreement as to its actions and activities on behalf of the Green Corridor concerning all of the subject matter of this Agreement for the benefit of the County and participating municipalities. The form of the indemnification agreement shall be approved by the County Attorney's Office, prior to the administrator assuming responsibilities for the Green Corridor pursuant to this agreement. b. The Green Corridor will promptly request and obtain from its administrator, Ygrene, and any subsequent administrator, and provide the County a certificate showing the County as an additional insured for the coverages the Green Corridor requires of its administrator, which are currently: Worker's Compensation Statutory Employer's Liability $1,000,000 Commercial General Liability $1,000,000 per occurrence Commercial Auto Liability Professional Liability (E &O) $1,000,000 aggregate $1,000,000 combined single limit $1,000,000 per occurrence $2,000,000 aggregate c. The statement or certificate evidencing the County is named as an additional insured will include a standard insurance industry statement prohibiting cancellation, termination, or modification of the policy or a reduction of coverage without first giving the County (as an additional insured) at least ten (10) days prior written notice of such proposed action. Section 26. hisurance by the Green Corridor. Without waiving the right to sovereign immunity as provided by Section 768.28, Florida Statute, the Green Corridor 10 acknowledges to be self- insured for General Liability and Automobile Liability under Florida sovereign immunity statutes with coverage limits of $200,000 Per Person and $300,000 Per Occurrence; or such monetary waiver limits that may change and be set forth by the legislature. In the event the Green Corridor maintains third -party Commercial General Liability and Business Auto Liability in lieu of exclusive reliance of self - insurance under Section 768.28 Florida Statute, the Green Corridor shall agree to maintain said insurance policies at limits not less than $500,000 combined single limit for bodily injury or property damage. Green Corridor agrees to maintain or to be self - insured for Workers' Compensation & Employer's Liability insurance in accordance with Section 440, Florida Statutes. When requested, Green Corridor shall agree to provide an affidavit or Certificate of Insurance evidencing insurance, self - insurance and /or sovereign immunity status, which County agrees to recognize as acceptable for the above mentioned coverage. Compliance with the foregoing requirements shall not relieve the Green Corridor of its liability and obligations under this Agreement. Section 27. Venue The venue of any legal or equitable action that arises out of or relates to this Agreement shall be in the appropriate state court in Monroe County, Florida. In any such action, Florida law shall apply. BY ENTERING INTO THIS AGREEMENT, THE GREEN CORRIDOR AND COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. IF THE GREEN CORRIDOR FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT OF THIS AGREEMENT AFTER WRITTEN NOTICE BY THE COUNTY OF VIOLATION OF THIS SECTION, THE GREEN CORRIDOR SHALL BE LIABLE FOR THE REASONABLE ATTORNEYS' FEES AND COSTS OF THE COUNTY IN CONTESTING THE REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS SHALL BE AWARDED BY THE COURT IN ADJUDICATING THE MOTION. Section 28. Effective Date This Agreement shall become effective upon the execution by the Parties hereto. Section 29. Delegation of Duty. Nothing contained herein shall be deemed to authorize the delegation of the constitutional or statutory duties of state, county, or city officers. Section 30. Recording This Agreement shall be recorded by the Green Corridor with the Clerk of the Circuit Court in Monroe County, Florida, and Miami -Dade County, Florida. Section 31. Nondiscrimination. County and Green Corridor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, 11 effective the date of the court order. Green Corridor agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88- 352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s.794), which prohibits discrimination on the basis of handicaps; 4) The Age (Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism, 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s, et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 1I, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement Section 32. Captions The captions and section designations herein set forth are for convenience only and shall have no substantive meaning. Section 33. Attorney's Fees and Costs._ The County and Green Corridor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of- pocket expenses, as an award against the non - prevailing party, and shall include attorney's fees, courts costs, investigative, and out -of.- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Section 34. Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and o4- - and their respective legal representatives, successors, and assigns. f - ,(oe t � 12 Section 35. Adjudication of Disputes or Disagreements. County and Green Corridor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. if the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. Section 36. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Green Corridor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Green Corridor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Section 37. Covenant of No Interest. County and Green Corridor covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. Section 38. Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Section 39. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Section 40. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. 13 Section 41. Mutual Review. This agreement has been carefully reviewed by Green Corridor and the County, therefore this agreement is not to be construed against either party on the basis of authorship. [signature page follows] 14 IN WITNESS WHEREOF, the undersigned have caused this Non - Exclusive Interlocal Agreement to be duly executed and entered into as of the date first above written. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY (SEAL) I: David Rice, Mayor Attest: Clerk ATTEST: istrict Seer Lary Approved as to form: Assistant County Attorney GREEN CORRIDOR PROPERTY ASSESSMENT CLE ENERGY (PACE) ISTRICT By: r Executive Director Cole & Bierman P.L., District Attorney [SIGNATURE PAGE TO MEMBERSHIP AGREEMENT] 15 EXHIBIT "A" INTERLOCAL AGREEMENT 16 NON - EXCLUSIVE INTERLOCAL AGREEMENT BETWEEN THE GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY (PACE) DISTRICT AND MONROE COUNTY, FLORIDA This Interlocal Agreement ( "Agreement") is entered into this — day of , 2018 by and between the Green Corridor Property Assessment Clean Energy (PACE) District, a public body corporate and politic ("Green Corridor "), and Monroe County, a political subdivision of the State of Florida ( "County ") collectively, the ( "Parties "), each one constituting a public agency as defined in Part I of Chapter 163, Florida Statutes, for the purpose of providing a PACE program within the County. RECITALS WHEREAS, Section 163.01, Florida Statutes, known as the "Florida Interlocal Cooperation Act of 1969" authorizes local governments to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities that will harmonize geographic, economic, population and other factors influencing the needs and development of local communities; and WHEREAS, Part I of Chapter 163, Florida Statutes, permits public agencies as defined therein to enter into interlocal agreements with each other to jointly exercise any power, privilege, or authority which such agencies share in common and which each might exercise separately; and WHEREAS, Section 163.08, Florida Statutes (the "PACE Statute ") authorizes financing of qualifying improvements through agreements for property to be subject to a voluntary, non -ad valorem special assessment process as the repayment mechanism, commonly known as "Property Assessed Clean Energy" or "PACE" assessments; and WHEREAS, on August 6, 2012, the Green Corridor was created as a separate legal entity pursuant to Section 163.01(7), Florida Statutes, to finance qualifying improvements, including energy conservation and efficiency, renewable energy, and wind resistance improvements, in accordance with the PACE Statute, as may be amended by law; and WHEREAS, the town of Cutler Bay, Village of Palmetto Bay, Village of Pinecrest, City of South Miami, Miami Shores Village, City of Coral Gables and City of Miami entered into an Interlocal Agreement ( "Interlocal Agreement "), establishing Green Corridor Property Assessment Clean Energy (PACE) District as a means of implementing and financing a qualifying improvements program for energy and water conservation and efficiency, renewable 1 energy and wind - resistance improvements, and to provide additional services consistent with law, attached as Exhibit A; and WHEREAS, on March 21, 2018 the Monroe County Board of County Commissioners adopted the Monroe County Property Assessed Clean Energy Ordinance (PACE) ( "Ordinance "), and provided for certain consumer protections and requirements for PACE Providers; and WHEREAS, the County is concurrently adopting a Resolution authorizing the Green Corridor to provide PACE financing and funding to property owners for qualifying improvements within the County, in accordance with the PACE Statute and the Ordinance; and WHEREAS, the Parties have determined that entering into this Interlocal Agreement is in the best interest and welfare of the property owners within the County. NOW, THEREFORE, in consideration of the terms and conditions, promises and covenants hereinafter set forth, the Parties agree as follows: Section 1. Recitals Incotporated. The above recitals are true and correct and incorporated herein. Section 2. Pu rpose The purpose of this Interlocal Agreement is to facilitate the financing of qualifying improvements for property owners within the County in accordance with the PACE Statute, and the Ordinance, by virtue of the County's joining the Green Corridor as a non - voting member and allowing the Green Corridor's existing PACE Program ( "Program ") to operate within the County. Pursuant to the Ordinance, this Interlocal Agreement shall be applicable within the unincorporated areas of Monroe County, and in all municipalities that have not adopted an ordinance governing any or all of the subject matter of the Ordinance, regardless of the time of passage of the municipal ordinance ( "participating municipalities "). Section 3. Qualifying Improvements The County shall allow the Green Corridor to provide financing of qualifying improvements, including energy conservation and efficiency, renewable energy, and wind resistance improvements, as defined in the PACE Statute, as may be amended by law, on properties within the County and participating municipalities. Section 4. Non. - Exclusive The Green Corridor Program is non - exclusive, meaning the County specifically reserves the right to participate with or join any other entity providing a similar program or create its own program under the PACE Statute. 7 Section 5. Assessment by the Green Corridor, County Collection Ministerial The Parties hereto acknowledge and agree that the non -ad valorem assessments arising from a property owner's voluntary participation in the Program are imposed by the Green Corridor and not the County. Additionally, the Parties agree that the County's collection and distribution of any non -ad valorem assessments imposed by the Green Corridor are purely ministerial acts. Section 6. Creation of State Couaty, or Municipal Debts Prohibited. The County and participating municipalities shall not incur nor ever be requested to authorize any obligations secured by special assessments associated with qualifying improvements imposed by the Green Corridor pursuant to the PACE Statute. No special purpose local government acting pursuant to the PACE Statute, the Ordinance, or this Agreement shall be empowered or authorized in any manner to create a debt as against the County and participating municipalities and shall not pledge the full faith and credit of the County and participating municipalities in any manner whatsoever. No revenue bonds or debt obligations of any special purpose local government acting pursuant to the PACE Statute, shall ever pledge or imply any pledge that the County or any participating municipality shall be obligated to pay the same or the interest thereon, nor state or imply that such obligations payable from the full faith and credit or the taxing power of the state, the County, or any participating municipality within the County as a result of the Ordinance or this Agreement. The issuance of revenue or refunding bonds by the Green Corridor under the provisions of law, the Green Corridor's governance documents, or any agreement or resolution shall not, as the result of the Ordinance or this Agreement, be deemed in any manner, directly or indirectly or contingently, to obligate the County and participating municipalities, to levy or to pledge any form of ad valorem taxation or other county or municipal revenues or to make any appropriation for their payment whatsoever. Section 7. Program Guidelines: The Parties agree that the Program to be offered in the County will be governed by the Ordinance and the Green Corridor's guidelines. If there is a conflict between the Green Corridor's guidelines and the Ordinance, the Ordinance shall control. Green Corridor will inform every property owner that by law these non -ad valorem assessments must be collected pursuant to sections 163.01, 163.08, 197.3632, and 197.3635, Florida Statutes; and, are not imposed by the County, any participating municipality, the property appraiser, nor the tax collector, and that they are levied and imposed solely by the Green Corridor, and only then upon voluntary application of the private property owner as expressly enabled, authorized and encouraged by the PACE Statute, as well as the Ordinance, to accomplish a compelling state interest with the Green Corridor's local government assistance. 91 Section 8. Opinion of Bond Counsel. Prior to the execution of this Agreement, the Green Corridor shall deliver to the County an "Opinion of Bond Counsel" stating that, based on the counsel's review of the bond validation judgment and the underlying bond documents, the Program's structure complies with the bond validation judgment and the underlying bond documents. The Green Corridor acknowledges that the County is relying on the Opinion of Bond Counsel in its decision to execute this Agreement. Section 9. Boundaries Pursuant to this Agreement, the boundaries of the Green Corridor shall include the legal boundaries of the County, which boundaries may be limited, expanded, or more specifically designated from time to time by the County by providing written notice to the Green Corridor. As contemplated in the lnterlocal Agreement (as defined below) and as supplemented by this Agreement, the Green Corridor will, on a non- exclusive basis, levy voluntary, non ad valorem special assessments on the benefitted properties within the boundaries of the County and participating municipalities to help finance the costs of qualifying improvements for those individual properties. Those properties receiving financing for qualifying improvements shall be assessed from time to time, in accordance with the PACE Statute, the Ordinance, and other applicable law. Notwithstanding termination of this Agreement or notice of a change in boundaries by the County as provided for above, those properties that have received financing for qualifying improvements shall continue to be a part of the Green Corridor, until such time that all outstanding debt has been satisfied. Section 10. Financing Agreement The Parties agree that the Green Corridor may enter into a financing agreement, pursuant to the PACE Statute and the Ordinance with property owner(s) who obtain financing through the Green Corridor within the County and participating municipalities. Notwithstanding any other provision in this Agreement, rates, fees and charges shall not exceed those contained in Chapter 687, Florida Statutes. Section 11. Responsibilities of the Green Corridor; Indemnification; Liabilit . a. All of the privileges and immunities from liability and exemptions from laws, ordinances and rules which apply to the activity of officials, officers, agents or employees of the Parties, and participating municipalities, shall apply to the officials, officers, agents or employees thereof when performing their respective functions and duties under the provisions of this Agreement. b. The County, participating municipalities, and the Green Corridor are and shall be subject to Sections 768.28 and 163.01(9)(c), Florida Statutes, and any other provisions of Florida law governing sovereign immunity. Pursuant to the PACE Statute and this Agreement, the local governments who are either the incorporators or members of the Green Corridor, or any subsequently served or participating local government shall not be held jointly liable for the torts of the M officers or employees of the Green Corridor, or any other tort attributable to the Green Corridor, and the Green Corridor alone shall be liable for any torts attributable to it or for torts of its officers, employees or agents, and then only to the extent of the waiver of sovereign immunity or limitation of liability as specified in Section 768.28, Florida Statutes. The County and the Green Corridor acknowledge and agree that the Green Corridor shall have all of the applicable privileges and immunities from liability and exemptions from laws, ordinances, rules and common law which apply to the municipalities and counties of the State. c. To the extent provided by law, the Green Corridor agrees to protect, defend, reimburse, indemnify and hold the County and participating municipalities, its agents, employees and elected officers (Indemnified Parties), and each of them free and harmless at all times from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney's fees, costs and expenses of whatsoever kind or nature (collectively, a "Claim. ") whether arising in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, by reason of any act, omission or fault whether active or passive of the County or any participating municipality, of anyone acting under its direction or control, or on its behalf in connection with or incident to the performance of this Agreement. Green Corridor's aforesaid indemnity and hold harmless obligations, or portions or applications thereof, shall apply to the fullest extent permitted by law but in no event shall they apply to liability caused by the negligence or willful misconduct of the County or participating municipalities, its respective agents, servants, employees or officers, nor shall the liability limits set forth in 768.28, Florida Statutes, be waived. Nothing in this Agreement is intended to inure to the benefit of any third -party or for the purpose of allowing any claim, which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. In the event any Claim is brought against an Indemnified Party, the Green Corridor, shall upon written notice from an Indemnified Party, defend each Indemnified Party against each such Claim by counsel satisfactory to the Indemnified Party or, at the Indemnified Party's option, it may elect to provide its own defense. The obligations of this section shall survive the expiration or earlier termination of this Agreement. d. The Green Corridor is an independent local government. Neither the County, nor any participating municipality, who are served by the Green Corridor, shall in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the Green Corridor, its Board of Directors or any other agents, employees, officers or officials of the Green Corridor, except to the extent otherwise mutually and expressly agreed upon in writing. In addition, the Green Corridor, its Board of Directors or any other agents, employees, officers or officials of the Green Corridor shall have no authority or power to otherwise obligate either the County, or any participating municipalities within the County served by the Green Corridor pursuant to the Ordinance. e. Notwithstanding the provisions of Sec. 76$,28, Florida Statutes, the participation of the County and the in a Ws Agreement and the acquisition of any commercial liability insurance coverage, self- insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. Section 12. Agreements with Tax Collector Property Appraiser and Municipalities. The Green Corridor acknowledges that the County has no authority to bind the County Tax Collector and the County Property Appraiser, and the Green Corridor will be required to enter into separate agreement(s) therewith, which shall establish the fees (if any) to be charged by the Tax Collector and Property Appraiser for the collection or handling of the Program's special assessments. The Green Corridor also acknowledges that all incorporated municipalities in the County that have not adopted an ordinance governing any or all of the subject matter of the Ordinance will be included in the Program. As the County is made aware of such cases, the County will notify the Green Corridor of any municipality that will not be included in the Program, and that the Green Corridor will have no authority to operate the Program within such municipality tinder the terms of this Agreement and the Ordinance. Section 13. Resale or Refinancing of a Property The Green Corridor recognizes that some lenders may require full repayment of the Program's special assessments upon resale or refinancing of a property subject to the Program's special assessments. The Green Corridor agrees to provide written disclosure of this matter to all property owners that may utilize the Program.. Section 14. Term of Agreement; Duration of Agreement; No Exclusivity a. The term of this Agreement shall commence as of the date first above written. b. The term shall continue so long as the Green Corridor has obligations outstanding which are secured by pledged revenues derived from financing agreements relating to any properties within the boundaries of the County and participating municipalities, or the Green Corridor has projects for qualified improvements underway therein; the applicable provisions, authority and responsibility under this Agreement reasonably necessary to carry out the remaining aspects of the Program and responsibilities of Green Corridor then underway, shall remain in effect and survive any termination until such time as those obligations and all associated remaining Green Corridor responsibilities are fulfilled (including, but not limited to, the collection of assessments in due course). Provided, however, R the Green Corridor's powers employed and exercised shall be non- exclusive, and the County, pursuant to the Ordinance, is free to and reserves the right to enter into or otherwise encourage or commence any other program for financing qualified improvements using non -ad valorem assessments. c. Notwithstanding subsection (b), either party may at any time terminate this Agreement upon sixty (60) days written notice provided as required by Section 17. Provided, however, no termination of this Agreement shall preclude the Green Corridor from exercising any of its power or authority after any termination, including without limiting the generality of the foregoing, that specifically associated with its mission or collection of any of its Obligations outstanding which are secured by pledged revenues derived from financing agreements. In the event the Green Corridor's rights under this Agreement to impose new non -ad valorem assessments shall ever end, then as of the effective date of the termination, all rights and obligations of the parties shall continue as specified in subsection (B) until such time as all Green Corridor's obligations, and all associated remaining Program responsibilities are fulfilled (including, but not limited to, the collection of assessments in due course). Section 15. Consent This Agreement and any required resolution or ordinance of an individual Party shall be considered the County's consent to participate in the Program pursuant to the PACE Statute. Section 16. Voting Rights The Parties agree that the County shall be a non - voting member of the Green Corridor for the term of this Agreement. Section 17. Notices. Any notices to be given here under shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: County: Monroe County ATTN: County Administrator 1100 Simonton Street, Suite 205 Key West, Florida 33040 7 With a copy to: Monroe County ATTN: County Attorney 1111 12th Street, Suite 408 Key West, Florida 33040 Green Corridor: Paul Winkeljohn, Executive Director Green Corridor 5385 Nob Hill Road Sunrise, Florida 33351 With a copy to: Program Counsel for the Green Corridor Weiss Scrota Helfman Cole & Bierman, P.L. 2525 Ponce de Leon Boulevard, Suite 700 Coral Gables, Florida 33134 Section 18. Amendments It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith by the Parties hereto. Section 19. Joint Effort. The preparation of this Agreement has been a joint effort of the Parties hereto and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. Section 20. Merger This Agreement incorporates and includes all prior negotiations, correspondence, agreements, or understandings applicable to the matters contained herein; and the Parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. Section 21, Assignment The respective obligations of the Parties set forth in this Agreement shall not be assigned, in whole or in part, without the written consent of the other Parties hereto. Section 22. Public Records. Green Corridor shall comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article 1 of the Constitution of Florida. The County and Green Corridor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Green Corridor in I conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by Green Corridor. Failure of Green Corridor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. Green Corridor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, Green Corridor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Green Corridor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of Green Corridor or keep and maintain public records that would be required by the County to perform the service. If Green Corridor transfers all public records to the County upon completion of the contract, Green Corridor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Green Corridor keeps and maintains public records upon completion of the contract, Green Corridor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify Green Corridor of the request, and Green Corridor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. IF THE GREEN CORRIDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO GREEN CORRIDOR' S DUTY TO 9 PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292 -3470 Section 23. No Third Party Beneficiaries. It is the intent and agreement of the Parties that this Agreement is solely for the benefit of the Parties and participating municipalities under the Ordinance and no other party or entity shall have any rights or privileges hereunder. Section 24. Severability In the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective. Section 25. Administrator Indemnification; Additional Insured. a. The Green Corridor will promptly request and obtain from its administrator, Ygrene Energy .Fund Florida LLC ( "Ygrene "), and any subsequent administrator, a separate indemnification agreement as to its actions and activities on behalf of the Green Corridor concerning all of the subject matter of this Agreement for the benefit of the County and participating municipalities. The form of the indemnification agreement shall be approved by the County Attorney's Office, prior to the administrator assuming responsibilities for the Green Corridor pursuant to this agreement. b. The Green Corridor will promptly request and obtain from its administrator, Ygrene, and any subsequent administrator, and provide the County a certificate showing the County as an additional insured for the coverages the Green Corridor requires of its administrator, which are currently: Worker's Compensation Statutory Employer's Liability $1,000,000 Commercial General Liability $1,000,000 per occurrence $1,000,000 aggregate Commercial Auto Liability $1,000,000 combined single limit Professional Liability (E &O) $1,000,000 per occurrence $2,000,000 aggregate c. The statement or certificate evidencing the County is named as an additional insured will include a standard insurance industry statement prohibiting cancellation, termination, or modification of the policy or a reduction of coverage without first giving the County (as an additional insured) at least ten (10) days prior written notice of such proposed action. Section 26. Insurance by the Green Corridor. Without waiving the right to sovereign immunity as provided by Section 768.28, Florida Statute, the Green Corridor 10 acknowledges to be self- insured for General Liability and Automobile Liability under Florida sovereign immunity statutes with coverage limits of $200,000 Per Person and $300,000 Per Occurrence; or such monetary waiver limits that may change and be set forth by the legislature. In the event the Green Corridor maintains third -party Commercial General Liability and Business Auto Liability in lieu of exclusive reliance of self - insurance under Section 768.28 Florida Statute, the Green Corridor shall agree to maintain said insurance policies at limits not less than $500,000 combined single limit for bodily injury or property damage. Green Corridor agrees to maintain or to be self - insured for Workers' Compensation & Employer's Liability insurance in accordance with Section 440, Florida Statutes. When requested, Green Corridor shall agree to provide an affidavit or Certificate of Insurance evidencing insurance, self. - insurance and/or sovereign immunity status, which County agrees to recognize as acceptable for the above mentioned coverage. Compliance with the foregoing requirements shall not relieve the Green Corridor of its liability and obligations under this Agreement. Section 27. Venue The venue of any legal or equitable action that arises out of or relates to this Agreement shall be in the appropriate state court in Monroe County, Florida. In any such action, Florida law shall apply. BY ENTERING INTO THIS AGREEMENT, THE GREEN CORRIDOR AND COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. IF THE GREEN CORRIDOR FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT OF THIS AGREEMENT AFTER WRITTEN NOTICE BY THE COUNTY OF VIOLATION OF THIS SECTION, THE GREEN CORRIDOR SHALL BE LIABLE FOR THE REASONABLE ATTORNEYS' FEES AND COSTS OF THE COUNTY IN CONTESTING THE REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS SHALL BE AWARDED BY THE COURT IN ADJUDICATING THE MOTION. Section 28. Effective Date This Agreement shall become effective upon the execution by the Parties hereto. Section 29. Delegation of Duty. Nothing contained herein shall be deemed to authorize the delegation of the constitutional or statutory duties of state, county, or city officers. Section 30. Recording This Agreement shall be recorded by the Green Corridor with the Clerk of the Circuit Court in Monroe County, Florida, and Miami -Dade County, Florida. Section 31. Nondiscrimination. County and Green Corridor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, 11 effective the date of the court order. Green Corridor agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88- 352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s.794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 1I, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Section 32. Captions The captions and section designations herein set forth are for convenience only and shall have no substantive meaning. Section 33, Attorney's Fees and Costs. The County and Green Corridor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out -of- pocket expenses, as an award against the non - prevailing party, and shall include attorney's fees, courts costs, investigative, and out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Section 34, Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and e-t and their respective legal representatives, successors, and assigns. M?eA & to # 12 Section 35. Adjudication of Disputes or Disagreements. County and Green Corridor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. Section 36. Cooperation. in the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Green Corridor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Green Corridor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Section 37. Covenant of No Interest. County and Green Corridor covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. Section 38. Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Section 39. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Section 40. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. 13 Section 41. Mutual Review. This agreement has been carefully reviewed by Green Corridor and the County, therefore this agreement is not to be construed against either party on the basis of authorship. [signature page follows] 14 IN WITNESS WHEREOF, the undersigned have caused this Non- Exclusive Interrlocal Agreement to be duly executed and entered into as of the date first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS OF MONROE COUN'T'Y IN David Rice, Mayor Attest: Clerk ,ATTEST: M Approved as to form: Assistant County Attorney GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY (PACE DISTCT B : l''�, t y �, E xecutive Director APPROVED AS TO FORM [SIGNATURE PAGE TO MEMBERSHIP AGREEMENT] 15 EXHIBIT "A" INTERLOCAL AGREEMENT 16 0.4.g -1P N 2 01 2 RO w50022 OR Elk 28217 P9s 0312 - 3336 (Z ) AMENDED AND RESTATED' .yl RECORDED 08 12.'20 °13 INTERLOCAL AGREEMENT BETWEEN THE T04 �169AD + w► hlt'Y TYr, l'. LO F A IDA 0 l}� G ©U t CUTLER BAY, VILLAGE OF PALMETTO BAY, ViLLAGE OF Z PINECREST, CITY OF SOUTH MIAMI, MIAMi SHORES ViLLAGE, CITY OF CORAL GABLES & CITY OF MiAMI This Amended and Restated Interlocal Agreement (the "Interlocal Agreement ") is entered into between the Town of Cutler Bay, Florida, a Florida municipal corporation; Lu Village of Palmetto Bay, Florida, a Florida municipal corporation; Village of Pinecrest, a Florida municipal corporation; City of South Miami, a Florida municipal corporation; Miami Shores Village, a Florida municipal corporation; City of Coral Gables, a Florida municipal corporation, and the City of Miami, a Florida municipal corporation E (Collectively, the "Parties "). RECITALS WHEREAS, Section 163.01, Florida Statutes, the "Florida Interlocal Cooperation Act of 1969," authorizes local government units to enter into interlocal agreements for the mutual benefit of governmental units; and " WHEREAS, Section 163.01 (7), Florida Statutes, allows for the creation of a separate legal entity" constituted pursuant to the terms of the interlocal agreement to carry out the purposes of the interlocal agreement for the mutual benefit of the governmental units; and WHEREAS, the Parties desire to enter into an interlocal agreement creating a separate legal entity entitled the Green Corridor Property Assessment Clean Energy (PACE) District, hereinafter referred to as the "District;" and WHEREAS, Section 166.021, Florida Statutes, authorizes the Parties to exercise any power for municipal purposes, except when expressly prohibited by law; and WHEREAS, Section 163.08, Florida Statutes, provides that a "local government," defined as a county, municipality, a dependent special district as defined in Section 189.403, Florida Statutes, or a separate legal entity created pursuant to Section 163.01(7), Florida Statutes may finance energy related "qualifying improvements" through voluntary assessments; and ' This Interlocal Agreement restates and amends an interlocal agreement approved by the Town of Cutler Bay, Village of Palmetto Bay, Village of Pinecrest, and City of South of Miami, which was not recorded and thus never became effective. Therefore, this Interlocal Agreement, upon recordation, shall serve as x the lnterlocai Agreement establishing the Green Corridor Property Assessment Clean Energy (PACE) District created pursuant to Section 163.01(7), Florida Statutes. e 1 WHEREAS, Section 163.08, Florida Statutes, provides that improved property that has been retrofitted with energy - related qualifying improvements receives the special benefit of alleviating the property's burden from energy consumption and assists in the fulfillment of the state's energy and hurricane mitigation policies; and WHEREAS, Section 163.08(5), Florida Statutes, provides that local governments may enter into a partnership with one or more local governments for the purpose of providing and financing qualifying improvements; and WHEREAS, the Parties to this lnterlocal Agreement have expressed a desire to enter into this lnterlocal Agreement in order to authorize the establishment of the District as a means of implementing and financing a qualifying improvements program within the District; and WHEREAS, the Parties have determined that it is necessary and appropriate to create the District and to clarify various obligations for future cooperation between the Parties related to the financing of qualifying improvements within the District; and WHEREAS, the Parties agree and understand that each member of the District will have complete control over the administration, governance, and implementation of their own PACE program, which includes, but is not limited to, the ability to review and approve program documents, marketing strategies, and determining eligible property types and improvements; and WHEREAS, the Parties have determined that it shall serve the public interest to enter into this lnterlocal Agreement to make the most efficient use of their powers by enabling them to cooperate on a basis of mutual advantage to provide for the financing of qualifying improvements within the District. NOW, THEREFORE, in consideration of the terms and conditions, promises and covenants hereinafter set forth, the Parties agree as follows. Section 1. Recitals Incorporated The above recitals are true and correct and incorporated herein. Section 2. Purpose. The purpose of this lnterlocal Agreement is to consent to and authorize the creation of the District, pursuant to Section 163.08, Florida Statutes in order to facilitate the financing of qualifying improvements for property owners within the District. The District shall be a separate legal entity, pursuant to Section 163.01(7), Florida Statutes. Section 3. Qualifying Improvements The District shall allow the financing of qualifying improvements as defined in Section 163.08, Florida Statutes. Section 4. Enabling Ordinance or Resolution. The Parties to this lnterlocal Agreement agree to approve and keep in effect such resolutions and ordinances as may be necessary to approve, create and maintain the District. Said ordinances and resolutions shall include all of the provisions as provided for in Sections 163.01 and 2 163.08, Florida Statutes, for the creation of a partnership between local governments as a separate legal entity. The District shall be created upon the execution of this Interlocal Agreement by the Parties hereto and the adoption of an ordinance or resolution of support by the Parties establishing the District. Additional local governments may join in and enter into this Interlocal Agreement by approval of two - thirds of the members of the Board (as defined in Section 6 below), execution of this Interlocal Agreement and adoption of an ordinance or resolution of support establishing the District. Section 5. District Boundaries The boundaries of the District shall be the legal boundaries of the local governments that are Parties to this Interlocal Agreement. As contemplated in this Interlocal Agreement, the District will levy voluntary assessments on the benefitted properties within the boundaries of the District to help finance the costs of qualifying improvements for those individual properties. Upon petition by the landowners of individual properties desiring to be benefited, those properties receiving financing for qualifying improvements shall be assessed from time to time, in accordance with the applicable law. Notwithstanding a Parties termination of participation within this Interlocal Agreement, those properties that have received financing for qualifying improvements shall continue to be a part of the District, until such time that all outstanding debt has been satisfied. Section 6. Governing Board of the District The District shall be governed by a governing board (the "Board, ") which shall be comprised of property owners or elected officials within the jurisdictional boundaries of the Parties to this Interlocal Agreement and one at large property owner from within the District. The maximum number of members of the Board serving at any given time shall be no more than seven (7) and the minimum number of members shall be not less than three (3). Notwithstanding the foregoing, the maximum number of members on the Board may be increased by a two - third majority vote of the Board. The initial Board shall serve for an initial four (4) year term and shall consist of one (1) representative appointed by each Party from within their jurisdictional boundaries. The initial at large member of the Board shall be appointed by a majority vote of the Board. All subsequent renewal terms shall be for four (4) years. Following the initial Board appointments, the Parties to this Interlocal Agreement shall nominate appointees to be elected to the Board by current sitting Board members. In the event a Board member is no longer eligible to serve on the Board, that Party to this Interlocal Agreement shall appoint a replacement to fulfill the remaining term of that member. The Board's administrative duties shall include all duties necessary for the conduct of the Board's business and the exercise of the powers of the District as provided in Section 11. Section 7. Decisions of the Board Decisions of the Board shall be made by majority vote of the Board. The Board may adopt rules of procedure. In the absence of the adoption of such rules of procedure, the fundamental parliamentary procedures of Roberts Rules of Order shall apply. Section 8. District Staff and Attorney. The Town Manager of Cutler Bay shall serve as the staff to the District. In addition, the Town Attorney for Cutler Bay shall 3 serve as the counsel to the District. To the extent not paid by the Third Party Administrator of the District (the "TPA "), all of the District's staff and attorney expenses shall be borne by the Town of Cutler Bay. After the District has been operating for two years, the Board may choose to hire different District staff and /or Attorney. If the Board chooses to hire different District staff and /or Attorney, the Town of Cutler Bay will no longer pay for the staff and /or attorney expenses to the extent they are not paid by the TPA. Section 9. Financing Agreement. The Parties agree that the District shall enter into a financing agreement, pursuant to Section 163.08(8), Florida Statutes, with property owner(s) who obtain financing through the District. Section 10. Procurement The Parties agree and understand that the initial procurement for the TPA for the District was performed by the Town of Cutler Bay in accordance with its adopted competitive procurement procedures (Request for Proposal 10 -05). The Parties further agree and understand that the Town of Cutler Bay has selected Ygrene Energy Fund, Florida, LI_C (the "Ygrene ") as the initial TPA. The Town of Cutler Bay, on the behalf of the District, has entered into an Agreement between the Town of Cutler Bay and Ygrene, dated August 16, 2011, which was assigned to the District. Section 11. Powers of the District The District shall exercise any or all of the powers granted under Sections 163.01 and 163.08, Florida Statutes, as may be amended from time to time, which include, without limitation, the following: a. To finance qualifying improvements within the District boundaries; b. In its own name to make and enter into contracts; C. To employ agencies, employees, or consultants; d. To acquire, construct, manage, maintain, or operate buildings, works, or improvements; e. To acquire, hold, or dispose of property; f. To incur debts, liabilities, or obligations which do not constitute the debts, liabilities, or obligations of any of the Parties to this lnterlocal Agreement; g. To adopt resolutions and policies prescribing the powers, duties, and functions of the officers of the District, the conduct of the business of the District, and the maintenance of records and documents of the District; h. To maintain an office at such place or places as it may designate within the District or within the boundaries of a Party to this Interiocal Agreement; i. To cooperate with or contract with other governmental agencies as may be necessary, convenient, incidental, or proper in connection with any of 4 the powers, duties, or purposes authorized by Section 163.08, Florida Statutes, and to accept funding from local and state agencies; j. To exercise all powers necessary, convenient, incidental, or proper in connection with any of the powers, duties, or purposes authorized in Section 163.08, Florida Statutes; and k. To apply for, request, receive and accept gifts, grants, or assistance funds from any lawful source to support any activity authorized under this Agreement. Section 12. Quarterly Re orts. A quarterly report of the District shall be completed in accordance with generally accepted Government Auditing Standards by an independent certified public accountant. At a minimum, the quarterly report shall include a balance sheet, statement of revenues, expenditures and changes in fund equity and combining statements prepared in accordance with generally accepted accounting principles. All records such as, but not limited to, construction, financial, correspondence, instructions, memoranda, bid estimate sheets, proposal documentation, back charge documentation, canceled checks, reports and other related records produced and maintained by the District, its employees and consultants shall be deemed public records, and shall be made available for audit, review or copying by a Party to this Interlocal Agreement upon reasonable notice. Section 13. Term This Interlocal Agreement shall remain in full force and effect from the date of its execution; provided, however, that any Party may terminate its involvement in the District and its participation in this Interlocal Agreement upon ten (10) days' written notice to the other Parties. Should a Party terminate its participation in this Interlocal Agreement, be dissolved, abolished, or otherwise cease to exist, the District and this Interlocal Agreement shall continue until such time as all remaining Parties agree to terminate. Section 14. Consent This Interlocal Agreement and any required resolution or ordinance of an individual Party shall be considered the Parties' consent to the creation of the District as required by Sections 163.01 and 163.08, Florida Statutes. Section 15. Liability bility The Parties hereto shall each be individually and separately liable and responsible for the actions of its own officers, agents and employees in the performance of their respective obligations under this Interlocal Agreement. Except as specified herein, the Parties shall each individually defend any action or proceeding brought against their respective agency pursuant to this Interlocal Agreement and shall be individually responsible for all of their respective costs, attorneys' fees, expenses and liabilities incurred as a result of any such claims, demands, suits, actions, damages and causes of action, including the investigation or the defense thereof, and from and against any orders, judgments or decrees which may be entered as a result thereof. The Parties shall each individually maintain throughout the term of this Interlocal Agreement any and all applicable insurance coverage required by Florida law for governmental entities. Nothing in this Agreement shall be construed 5 to affect in any way the Parties' rights, privileges, and immunities, including the monetary limitations of liability set forth therein, under the doctrine of "sovereign immunity" and as set forth in Section 768.28 of the Florida Statutes. Section 16. Indemnification. The Parties agree that the TPA for the District shall always indemnify and hold harmless the Parties and the District. The Parties understand and acknowledge that the indemnification provisions included in Section 11 "Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated August 16, 2011, which will be assigned to the District, extend to all of the members of the District. Section 17. Notices Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or it must be given by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: If to See Attachment With a Copy to: See Attachment Section 18. Amendments It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto and the District. 0 Section 19. Filing It is agreed that this lnterlocal Agreement shall be filed with the Clerk of the Circuit Court of Miami -Dade County, as required by Section 163,01(11), Florida Statutes. Section 20, Joint Effort The preparation of this lnterlocal Agreement has been a joint effort of the Parties hereto and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. Section 21. Merger This lnterlocal Agreement incorporates and includes all prior negotiations, correspondence, agreements or understandings applicable to the matters contained herein; and the Parties agree that there are no commitments, agreements or understandings concerning the subject matter of this lnterlocal Agreement that are not contained in this document. Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written It is further agreed that no change, amendment, alteration or modification in the terms and conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith by all Parties to this Interlocal Agreement. Section 22. Assignment. The respective obligations of the Parties set forth in this lnterlocal Agreement shall not be assigned, in whole or in part, without the written consent of the other Parties hereto. Section 23. Records The Parties shall each maintain their own respective records and documents associated with this lnterlocal Agreement in accordance with the requirements for records retention set forth in Chapter 119, Florida Statutes. Section 24. Governing Law and Venue. This Interlocai Agreement shall be governed, construed and controlled according to the laws of the State of Florida. Venue for any claim, objection or dispute arising out of the terms of this lnterlocal Agreement shall be proper exclusively in Miami -Dade County, Florida. Section 25. Severabilltv In the event a portion of this lnterlocal Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective. Section 26. Third Party, Beneficiaries. This lnterlocal Agreement is solely for the benefit of the Parties and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in the Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the Parties any right, remedy, or claims under or by reason of this lnterlocal Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the Parties. 7 Section 27. Effective Date This Interlocal Agreement shall become effective upon the execution by the Parties hereto and recordation in the public records of the applicable county. [Remainder of page intentionally left blank.] E:3 IN WITNESS WHEREOF, the Parties hereto have made and executed this Interloca! Agreement on this 2k` ay of 1 , 2012. ATI (Affix Town Seal) Approved by Town Attorney as to form and legal sufficiency TOWN OF CUTLER BAY, a municipal corporation of the State of Florida BY: L wn anager Town Attorney 0] Section 16. Indemnification. The Parties agree that the TPA for the District shall always indemnify and hold harmless the Parties and the District. The Parties understand and acknowledge that the indemnification provisions included in Section 11 "Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated August 16, 2011, which will be assigned to the District, extend to ,all of the members of the District. Section 17. Notices Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or it must be given by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: If to Cutler Bay: Town Manager Town of Cutler Bay 10720 Caribbean Boulevard, Suite 105 Town of Cutler Bay, Florida 33189 With a Copy to: Weiss Serota Helfman Pastoriza Cole & Boniske, P.L. 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, Florida 33134 Section 18. Amendments It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto and the District. u 6 IN WITNESS WHEREOF, the Parties hereto have made and executed this Interlocal Agreemen# �ayof K `( _,2012. `" `'` 2005 ATTEST: ORION BY: Town 66rk TOWN OF CUTLER BAY, a municipal corporation of the State of Florida BY: `� °`'� Town Manager (Affix Town Seal) Approved by Town Attorney as to form and legal sufficiency e Town Attorney ATTEST: BY: ' Gui . ing6anzo, Jr., CMC Vi age Cle k (Affix eat) Ut Approved by Attorney as to form and legal sufficiency VILLAGE OF PINECREST, a municipal corporation of the State of Flo BY: oceiy ano Gom z, I MA -CM Village Manager 1�va j'/1 / - L 1-aj I g Attorney D "Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated August 16, 2011, which will be assigned to the District, extend to all of the members of the District. Section 17. Notices Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or it must be given by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: If to Cutler Bay: Town Manager Town of Cutler Bay 10720 Caribbean Boulevard, Suite 105 Town of Cutler Bay, Florida 33189 With a Copy to: Weiss Serota Helfman Pastoriza Cole & Boniske, P.L. 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, Florida 33134 1244`�, V; t— c -r A c res\ a +(– '�3t S Section 18. Amendments It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto and the District. Section 19. Filing It is agreed that this Interlocal Agreement shall be filed with the Clerk of the Circuit Court of Miami -Dade County, as required by Section 163.01 (11), Florida Statutes. C*I IN WITNESS WHEREOF, the Parties hereto have made and executed this Interlocal Agreement on jthh day of M , 2012. 2005 ATTEST: ®RI© BY: Town derk (Affix Town Seal) Approved by Town Attorney as to form and legal sufficiency OF CUTLER BAY, a municipal on of the State of Florida BY: 1 Town anager Z- r L—� Town Attorney ATTEST: CITY OF SOUTH MIAMI, a municipal corporation of the State of Florida BY: BYe4ityanwa- ity Clerk g �x (Affix Town Seal) Approved by City Attorney as to form and legal sufficiency 0 Section 16. Indemnification. The Parties agree that the TPA for the District shall always indemnify and hold harmless the Parties and the District. The Parties understand and acknowledge that the indemnification provisions included in Section 11 "Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated August 16, 2011, which will be assigned to the District, extend to all of the members of the District. Section 17. Notices Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or it must be given by written certified- U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: If to Cutler Bay: Town Manager Town of Cutler Bay 10720 Caribbean Boulevard, Suite 105 Town of Cutler Bay, Florida 331 With a Copy to: Weiss Serota Helfman Pastoriza Cole °& Boniske, , P.L. 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, , Florida`331 - 34 C� T � M �i✓�} &�K.1z c, r -y a a-re M 1 ,+A4 f ,�l 7 0 S'y�✓s�• Da. F1- 73 1 z 15 Section 18. Amendments It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto and the District. No IN WITNESS WHEREOF the reto have made and executed this Interlocal Agreement on this y of , 2012. ATTEST: BY 7 ge Clerk ill k (Affix Village Seal) VILLAGE OF PALMETTO BAY, a municipal corporation the Sta of Flor'd BY. (;�v -e Village a ag Approved �Villi'ge Attbrney as to form,40 < 1,p6at. uff 5ienc r illage ttorney N Section 17. Notices Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or it must be given by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: If to Cutler Bay: Town Manager Town of Cutler Bay 10720 Caribbean Boulevard, Suite 105 Town of Cutler Bay, Florida 33189 With a Copy to: Weiss Serota Helfman Pastoriza Cole & Boniske, P.L. 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, Florida 33134 ALA477y 44t Ict- Section 18. Amendments It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto and the District. Section 19. FRMi It is agreed that this Interlocal Agreement shall be filed with the Clerk of the Circuit Court of Miami -Dade County, as required by Section 163.01 (11), Florida Statutes. Section 20. Joint Effort The preparation of this Interlocal Agreement has been a joint effort of the Parties hereto and the resulting document shall not, solely as a rX IN WITNESS WHEREOF, the Parties hereto have made and executed this lnterlocal Agreement on this day of TyL y ) 2012. ATTEST: _ BY: 4/pw Village Clerk (Affix Village Seal) F �+ ry+� •„ S w� � � s�• #r _ MIAMI SHORES VILLAGE, a municipal corporation of the State of Florida , , , " �;- " 0 �/' BY; — ! cy Village Manager 10 Section 16. Indemnification. The Parties agree that the TPA for the District shall always indemnify and hold harmless the Parties and the District. The Parties understand and acknowledge that the indemnification provisions included in Section 11 "Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated August 16, 2011, which will be assigned to the District, extend to all of the members of the District. Section 17. Notices Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or it must be given by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: If to Cutler Bay: Town Manager Town of Cutler Bay 10720 Caribbean Boulevard, Suite 105 Town of Cutler Bay, Florida 33189 With a Copy to: Weiss Serota Helfman Pastoriza Cole & Boniske, P.L. 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, Florida 33134 If to Miami Shores Village: Village Manager Miami Shores Village 10050 N.E. 2 nd Avenue Miami Shores, FL 33138 With a Copy to: Richard Sarafan, Esquire Genovese Joblove & Batista 100 S.E. Second Street, 44 Floor Miami, FL 33131 Section 18. Amendments It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto and the District. E IN WITNESS WHEREOF, the Parties hereto have made and executed this Interlocai Agreement on this Z day of , 2012. ATTEST: BY Jr City Clerk- Msr-Ao, A 1AU"TSQvt (Affix City Seal) Approved by City Attorney as to form and legal.sufficienay City Attorney 9 ......:..: CITY OF MIAMI, a municipal corporation of the State of Florida Section 16. Indemnification. The Parties agree that the TPA for the District shall always indemnify and hold harmless the Parties and the District. The Parties understand and acknowledge that the indemnification provisions included in Section 11 "Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated August 16, 2011, which will be assigned to the District, extend to all of the members of the District. Section 17. Notices. Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or it must be given by written certified - U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective _places for notice purposes: If to City of Miami: Johnny Martinez City Manager City of Miami 3500 Pan American Dr. ❑ Miami, Florida 33133 With a Copy to: Julie O. Bru Office of the City Attorney 444 SW 2nd Avenue, Suite 952 Miami, Florida 33130 Section 18. Amendments It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto and the District. 9 IN WITNESS WHEREOF the Parties hereto have made and executed this Interlocal Agreement on this � day of y. , 2012. The City's execution of this Agreement is subject to Resolution 2012405, which establishes the properties within Coral Gables that may participate in the District. A copy of the Resolution is attached hereto, and incorporated herein. ATTEST: o z -4 ity CIe (Affix Town. Seal) ' Approved by City Attorney as to form and legal sufficiency CITY OF CORAL GABLES, a municipal corporation of the State of Florida BY: ' w City Manager City Attorney E C1R EK 28217 F'G L.AST PAGE Section 16. Indemnification. The Parties agree that the TPA for the District shall always indemnify and hold harmless the Parties and the District. The Parties understand and acknowledge that the indemnification provisions included in Section 11 "Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated August 16, 2011, which will be assigned to the District, extend to all of the members of the District. Section 17. Notices Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or it must be given by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: If to Cutler Bay: Town Manager Town of Cutler Bay 10720 Caribbean Boulevard, Suite 105 Town of Cutler Bay, Florida 33189 With a Copy to: Weiss Serota Helfman Pastoriza Cale & Boniske, P.L. 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, Florida 33134 If to Coral Gables City Manager City of Coral Gables 405 Biltmore Way Coral Gables, Florida 33134 With a Copy To: City Attorney City of Coral Gables 405 Biltmore Way Coral Gables, Florida 33134 Section 18. Amendments It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto and the District. R 1 11 Bob, 5 a p IIII&II41011MUM 13110101 ORIMMU CI CM In MOO 120 LVIOU810KIL111101 WAO I I IMMEMEM This Interlocal Agreement (Interlocal Agreement") is entered into this day of , 2018 by and between the Florida Resiliency and Energy District ("FRED"), a WHEREAS, Section 163.01, Florida Statutes, known as the "Florida Interlocal the Public Agencies, the "Parties "), for the purpose of facilitating the financing of qualifying improvements for properties located within FRED's aggregate legal boundaries via the levy and collection of voluntary non -ad valorem special assessments on improved property, Attached as Exhibit "A "; and WHEREAS, on March 21, 2018, the Monroe County Board of County Commissioners adopted Ordinance No. , entitled the Monroe County Property Assessed Clean Energy Ordinance (PACE Ordinance), and provided for certain consumer protections and requirements for PACE Providers; and WHEREAS, the County is concurrently adopting a Resolution authorizing the Program to provide PACE financing and funding with property owners for qualifying improvements within the County, in accordance with the PACE Statute and the Ordinance; and WHEREAS, the Parties have determined that entering into this Interlocal Agreement is in the best interest and welfare of the property owners within the County. NOW, THEREFORE, in consideration of the terms and conditions, promises and covenants hereinafter set forth, the Parties agree as follows: Section 1. Recitals Incorporated The above recitals are true and correct and incorporated herein. Section 2. Pi p ose. The purpose of this Interlocal Agreement is to facilitate the financing of qualifying improvements for property owners within the County in accordance with the PACE Statute, and the Ordinance, by virtue of the County's joining FRED as a non- voting member and allowing the Program to operate within the County. Pursuant to the Ordinance, this Interlocal Agreement shall be applicable within the unincorporated areas of MONROE County, and in all municipalities that have not adopted an ordinance governing any or all of the subject matter of the Ordinance, regardless of the time of passage of the municipal ordinance. Section 3. (7u�tl i l i� lrrtra?vemeits The County shall allow the Program to provide financing of qualifying improvements, including energy conservation and efficiency, 2 renewable energy, and wind resistance improvements, as defined in the PACE Statute, as may be amended by law, on properties within the County, pursuant to the Ordinance. Section 4. Non - Exclusive The Program is non - exclusive, meaning the County specifically reserves the right to participate with or join any other entity providing a similar program or create its own program under the PACE Statute. Section 5. Assessment by FRED, Collection Ministerial The Parties hereto acknowledge and agree that the non -ad valorem assessments arising from a property owner's voluntary participation in the Program are imposed by FRED and not the County. Additionally, the Parties agree that the County's collection and distribution of any non -ad valorem assessments imposed by FRED are purely ministerial acts. Section 6. Creation of State, County, or Municipal Debts Prohibited The County and participating municipalities, pursuant to the Ordinance, shall not incur nor ever be requested to authorize any obligations secured by special assessments associated with qualifying improvements imposed by FRED pursuant to the PACE Statute. No special purpose local government acting pursuant to the PACE Statute, the Ordinance, or this Agreement shall be empowered or authorized in any manner to create a debt as against the County and participating municipalities and shall not pledge the full faith and credit of the County and participating municipalities, pursuant to the Ordinance, in any manner whatsoever. No revenue bonds or debt obligations of any special purpose local government acting pursuant to the PACE Statute, shall ever pledge or imply any pledge that the County, or any participating municipality within the County served by FRED, shall be obligated to pay the same or the interest thereon, nor state or imply that such obligations payable from the full faith and credit or the taxing power of the state, the County, or any municipality within the County served by the Program, as a result of the Ordinance or this Interlocal Agreement. The issuance of revenue or refunding bonds by the Program under the provisions of law, FRED's governance documents, or any agreement or resolution shall not, as the result of the Ordinance or this Interlocal Agreement, be deemed in any manner, directly or indirectly or contingently, to obligate the County and participating municipalities under the Ordinance, to levy or to pledge any 3 form of ad valorem taxation or other county or municipal revenues or to make any appropriation for their payment whatsoever. Section 7. Pro��rann Gu The Parties agree that, the Program to be offered in the County will be governed by the Ordinance and the Program's guidelines. If there is a conflict between the Program's guidelines and the Ordinance, the Ordinance shall control. The Program will inform every property owner that by law these non -ad valorem assessments must be collected only pursuant to sections 197.3632. 197.3635, and 163.08, Florida Statutes; and, are not imposed by the County, any municipality within the County served by the Program under the Ordinance, the property appraiser, nor the tax collector, and that they are levied and imposed solely by FRED, and only then upon voluntary application of the private property owner as expressly enabled, authorized and encouraged by the PACE Statute, as well as the Ordinance, to accomplish a compelling state interest with the Program's assistance. In addition to any disclosure requirements in the PACE Statute and the Ordinance as may be amended, the Program shall present to the Property Owner a separate, written notice disclosing the following ( "Notice "): a. The estimated total amount of the debt, including amount financed, fees, fixed interest rate, capitalized interest and the effective rate of the interest charged ("Annual Percentage Rate" or "APR "); b. That the Program Administrator(s), who offer their unique brand of PACE financing on behalf of the Program, may only offer fixed simple interest rates and payments that fully amortize the obligation. Variable or negative amortization financing terms are not permitted. Capitalized interest included in the original balance of Financing Agreement does not constitute negative amortization. c. The repayment process and terms, amounts and a schedule that fully amortizes the amount financed including the estimated annual special assessment; d. That the special assessment will appear on the property owner's tax bill; e. That there is no discount for paying the special assessment early; f. The nature of the lien recorded and that the special assessment will be collected in the same manner as real estate taxes. That failure to pay the special assessment may cause a tax certificate to be issued against the property, and that failure of 4 payment thereof may result in the loss of property subject to the special assessment, including homestead property, in the same manner as failure to pay property taxes; g. The specific improvements to be financed and installed and that such improvements and special assessment may or may not affect the overall value of the property; h. A special assessment payment term that does not exceed the useful life of the improvements; i. Prepayment: i. The PACE agencies /authorities /districts shall provide to the Eligible Participant information as to any accrued interest that may be due upon early payment. ii. No prepayment penalties may be charged or allowed on residential projects or on non - residential projects where the total PACE funding does not exceed $75,000.00. The PACE agencies /authorities /districts shall provide a mechanism for re- amortization of PACE assessments to account for partial pre - payment, particularly for application of tax credits, rebates, or other incentives. iii. For non - residential property where total PACE funding exceeds $75,000, prepayment penalties may be charged or imposed to the extent permitted by applicable law, as negotiated with the property owner, and providing all financial impacts of such penalties are clearly disclosed and agreed to by the property owner in writing. j. Notice that the property owner may be required to pay any special assessment in full at the time of refinance or sale of the property; and k. The 3 -day right to cancel the financing. 1. The Notice must be delivered to the property owner by the Program Administrator(s) and must be signed and dated by the property owner prior to or contemporaneously with the property owner's signing of any legally enforceable documents. The property owner and the Program Administrator(s) must keep the signed Notice with the property owner's executed financing agreement. 5 m. The Program shall record, or cause to be recorded, the financing agreement or a summary memorandum of the financing agreement, in accordance with the PACE Statute. Section 8. Opijjimn of Bond ('ounscl Prior to the execution of this Interlocal Agreement, the Program shall deliver to the County an "Opinion of Bond Counsel ", stating that, based on the counsel's review of the bond validation judgement and the underlying bond documents the Program's structure complies with the bond validation judgement and the underlying bond documents. The Program acknowledges that the County is relying on the Opinion of Bond Counsel in its decision to execute the Interlocal Agreement. Section 9. Boundaries Pursuant to this Interlocal Agreement, the boundaries of FRED shall include the legal boundaries of the County, which boundaries may be limited, expanded, or more specifically designated from time to time by the County by providing written notice to FRED. As contemplated in the Interlocal Agreement (as defined in herein below) and as supplemented by this Interlocal Agreement, FRED will levy voluntary non ad valorem special assessments on the benefitted properties within the boundaries of the County pursuant to the Ordinance to help finance the costs of qualifying improvements for those individual properties. Those properties receiving financing for qualifying improvements shall be assessed from time to time, in accordance with the PACE Statute, the Ordinance, and other applicable law. Notwithstanding termination of this Interlocal Agreement or notice of a change in boundaries by the County as provided for above, those properties that have received financing for qualifying improvements shall continue to be a part of FRED, until such time that all outstanding debt has been satisfied. Section 10. Financinwa ALreement The Parties agree that FDFC /FRED may enter into a financing agreement, pursuant to the PACE Statute and the Ordinance with property owner(s) within the County pursuant to the Ordinance who obtain financing through the Program. 0 Section 1 1. Responsibilities of FRED; Indemnification, Liability a. All of the privileges and immunities from liability and exemptions from laws, ordinances and rules which apply to the activity of officials, officers, agents or employees of the parties, including participating municipalities under the Ordinance, shall apply to the officials, officers, agents or employees thereof when performing their respective functions and duties under the provisions of this Interlocal Agreement. b. The County, participating municipalities, and FRED are and shall be subject to Sections 768.28 and 163.01(9)(c), Florida Statutes, and any other provisions of Florida law governing sovereign immunity. Pursuant to the PACE Statute and this Interlocal Agreement, the local governments who are either the incorporators, or members of FRED, or any subsequently served or participating local government shall not be held jointly liable for the torts of the officers or employees of FRED, or any other tort attributable to FRED, and that FRED alone shall be liable for any torts attributable to it or for torts of its officers, employees or agents, and then only to the extent of the waiver of sovereign immunity or limitation of liability as specified in Section 768.28, Florida Statutes. The County and FRED acknowledge and agree that FRED shall have all of the applicable privileges and immunities from liability and exemptions from laws, ordinances, rules and common law which apply to the municipalities and counties of the State. c. To the extent provided by law, FRED through its Program Administrator(s) agrees to protect, defend, reimburse, indemnify and hold the County, or any participating municipality within the County served by FRED pursuant to the Ordinance, its agents, employees and elected officers (Indemnified Parties), and each of them free and harmless at all times from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney's fees, costs and expenses of whatsoever kind or nature (collectively, a "Claim ") whether arising in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, by reason of 7 any act, omission or fault whether active or passive of the County, or any municipality within the County served by FRED pursuant to the Ordinance, of anyone acting under its direction or control, or on its behalf in connection with or incident to the performance of this Agreement. FRED's aforesaid indemnity and hold harmless obligations, or portions or applications thereof, shall apply to the fullest extent permitted by law but in no event shall they apply to liability caused by the negligence or willful misconduct of the County, or any municipality within the County served by FRED pursuant to the Ordinance, its respective agents, servants, employees or officers, nor shall the liability limits set forth in 768.28, Florida Statutes, be waived. Nothing in this Agreement is intended to inure to the benefit of any third -party or for the purpose of allowing any claim, which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. In the event any Claim is brought against an Indemnified Party, FRED through its Program Administrator(s), shall upon written notice from an Indemnified Party, defend each Indemnified Party against each such Claim by counsel satisfactory to the Indemnified Party or, at the Indemnified Party's option, it may elect to provide its own defense. The obligations of this section shall survive the expiration or earlier termination of this Agreement. d. FRED is an independent local government funding and financing instrumentality. Neither the County, nor any municipality within the County pursuant to the Ordinance, who are served by FRED, shall in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the Program, its Board of Directors or any other agents, employees, officers or officials of the Program, except to the extent otherwise mutually and expressly agreed upon in writing. In addition, the Program, its Board of Directors or any other agents, employees, officers or officials of the Program shall have no authority or power to otherwise obligate either the County, or any municipality within the County served by FRED pursuant to the Ordinance. e. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Contractor in this Agreement and the acquisition of any 8 commercial liability insurance coverage, self - insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. Section 12, Agreements with Tax Collector, P . FRED acknowledges that the County has no authority to bind the County Tax Collector and the County Property Appraiser, and FRED will be required to enter into separate agreement(s) therewith, which shall establish the fees (if any) to be charged by the Tax Collector and Property Appraiser for the collection or handling of the Program's special assessments. FRED also acknowledges that all incorporated municipalities in the County that have not adopted an ordinance governing any or all of the subject matter of the Ordinance will be included in the Program. Section 13. Resale ?w Refinancii of a Pia, rty FRED recognizes that some lenders may require full repayment of the Program's special assessments upon resale or refinancing of a property subject to the Program's special assessments. The Program Administrator(s) agree to provide written disclosure of this matter to all County property owners that may utilize the Program. Section 14. Term of Agreement: Duration of Agreement: No Exclusivity a. The term of this Interlocal Agreement shall commence as of the date first above written. b. The term shall continue so long as FRED has obligations outstanding which are secured by pledged revenues derived from financing agreements relating to any properties within the boundaries of the County, pursuant to the Ordinance, or FRED has projects for qualified improvements underway therein; the applicable provisions, authority and responsibility under this Interlocal Agreement reasonably necessary to carry out the remaining aspects of the Program and responsibilities of FRED then underway, shall remain in effect and survive any termination until such time as those obligations and all associated remaining 9 FRED responsibilities are fulfilled (including, but not limited to, the collection of assessments in due course). Provided, however, FRED's powers employed and exercised shall be non - exclusive, and the County, pursuant to the Ordinance, is free to and reserves the right to enter into or otherwise encourage or commence any other program for financing qualified improvements using non -ad valorem assessments. c. Notwithstanding subsection (b), either party may at any time terminate this Interlocal Agreement upon sixty (60) days written notice provided as required by Section 17. Provided, however, no termination of this Interlocal Agreement shall preclude FRED from exercising any of its power or authority after any termination, including without limiting the generality of the foregoing, that specifically associated with its mission or collection of any of its Obligations outstanding which are secured by pledged revenues derived from Financing Agreements. In the event FRED's rights under this Interlocal Agreement to impose new non -ad valorem assessments shall ever end, then as of the effective date of the termination, all rights and obligations of the parties shall continue as specified in subsection (B) until such time as all FRED's obligations, and all associated remaining Program responsibilities are fulfilled (including, but not limited to, the collection of assessments in due course). Section 15. Consent This Interlocal Agreement and any required resolution or ordinance of an individual Party shall be considered the County's consent to participate in the Program pursuant to the PACE Statute. Section 16. Votin Rights The Parties agree that the County shall be a non - voting Limited Member of FRED for the term of this Interlocal Agreement. Section 17. Notices Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: 10 County: Monroe County ATTN: County Administrator 1100 Simonton Street, Suite 205 Key West, Florida 33040 With a copy to: Monroe County ATTN: County Attorney l 1 1 1 12`" Street, Suite 408 Key West, Florida 33040 FRED: The Florida Resiliency and Energy District c/o Florida Development Finance Corporation William "Bill" F. Spivey, Jr., Executive Director 156 Tuskawilla Road, Suite 2340 Winter Springs, FL 32708407.956.5695 (t) bspive rc ,ddfcbonds.com With a copy to: Issuer's Counsel with Broad and Cassel Joseph Stanton, Esq. Bank of America Center 390 North Orange Avenue, Suite 1400 Orlando, FL 32801 -4961 407.839.4200 (t) jstanton@broadandcassel.com Section 18. Ame ndments . It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto. Section 19. I )wnt Effort. The preparation of this Interlocal Agreement has been a joint effort of the Parties hereto and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. Section 20. Merger This Interlocal Agreement incorporates and includes all prior negotiations, correspondence, agreements, or understandings applicable to the matters contained herein; and the Parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Interlocal Agreement that are not contained in this document. Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. Section 21. Ass ni m ent The respective obligations of the Parties set forth in this Interlocal Agreement shall not be assigned, in whole or in part, without the written consent of the other Parties hereto. Section 22. Public Records . FRED shall comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and FRED shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and FRED in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by FRED. Failure of FRED to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. FRED is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 1 19.0701 and the terms and conditions of this contract, FRED is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if FRED does not transfer the records to the County. 12 (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of FRED or keep and maintain public records that would be required by the County to perform the service. If FRED transfers all public records to the County upon completion of the contract, FRED shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If FRED keeps and maintains public records upon completion of the contract, FRED shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify FRED of the request, and FRED must provide the records to the County or allow the records to be inspected or copied within a reasonable time. IF THE FRED HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE FRED'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292 -3470 Section 23. No Third Part Beneficiaries, It is the intent and agreement of the Parties that this Agreement is solely for the benefit of the Parties and participating municipalities under the Ordinance and no other party or entity shall have any rights or privileges hereunder. Section 24. Severability In the event a portion of this Interlocal Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective. Section 25. Administrator Indemnification. Any and all Program Administrators of the Program shall be required to execute a separate indemnification agreement with the County. The Program acknowledges and agrees that as of the execution of this Interlocal Agreement, Renovate America is currently the only administrator for the Program and that 13 Renovate America will execute a separate indemnification agreement with the County for the benefit of the County and participating municipalities. If the Program approves additional Program Administrators, the Program shall ensure that any and all Program Administrators also provide the County with a separate indemnification agreement, on a form to be approved by the County Attorney's Office, within 10 business days of assuming administrative responsibilities for the Program. Section 26. Insurance by FRED. Without waiving the right to sovereign immunity as provided by Section 768.28, Florida Statute, FRED acknowledges to be self - insured for General Liability and Automobile Liability under Florida sovereign immunity statutes with coverage limits of $200,000 Per Person and $300,000 Per Occurrence; or such monetary waiver limits that may change and be set forth by the legislature. In the event FRED maintains third -party Commercial General Liability and Business Auto Liability in lieu of exclusive reliance of self - insurance under Section 768.28 Florida Statute, FRED shall agree to maintain said insurance policies at limits not less than $500,000 combined single limit for bodily injury or property damage. FRED agrees to maintain or to be self - insured for Workers' Compensation & Employer's Liability insurance in accordance with Section 440, Florida Statutes. When requested, FRED shall agree to provide an affidavit or Certificate of Insurance evidencing insurance, self - insurance and /or sovereign immunity status, which County agrees to recognize as acceptable for the above mentioned coverage. Compliance with the foregoing requirements shall not relieve FRED of its liability and obligations under this lnterlocal Agreement. Section 27. Certif of Insurance. Prior to execution of this Agreement, FRED shall deliver to the County via the Insurance Company /Agent a signed Certificate(s) of Insurance evidencing that all types and amounts of insurance coverages required by this Agreement have been obtained and are in full force and effect. During the term of this lnterlocal Agreement and prior to each subsequent renewal thereof, FRED shall provide this evidence to Monroe County prior to the expiration date of each and every insurance required herein. Said Certificate(s) of Insurance shall, to the extent allowable by the 14 insurer, include a minimum thirty (30) day endeavor to notify due to cancellation (10 days for nonpayment of premium) or non - renewal of coverage. Section 28. Venue The venue of any legal or equitable action that arises out of or relates to this Agreement shall be in the appropriate state court in MONROE County, Florida. In any such action, Florida law shall apply. BY ENTERING INTO THIS AGREEMENT, FRED AND COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. IF FRED FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT OF THIS AGREEMENT AFTER WRITTEN NOTICE BY THE COUNTY OF VIOLATION OF THIS SECTION, FRED SHALL BE LIABLE FOR THE REASONABLE ATTORNEYS' FEES AND COSTS OF THE COUNTY PARTY IN CONTESTING THE REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS SHALL BE AWARDED BY THE COURT IN ADJUDICATING THE MOTION. Section 29. Effective Date This Interlocal Agreement shall become effective upon the execution by the Parties hereto. Section 30. Dele ation of DutN% Nothing contained herein shall be deemed to authorize the delegation of the constitutional or statutory duties of state, county, or city officers. Section 31. Filing This Interlocal Agreement shall be filed by the Program with the Clerk of the Circuit Court in MONROE County. Section 32. Nondiscrimination. County and FRED agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. FRED agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended 15 (20 USC ss. 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s.794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 1 1) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Section 32. Captions The captions and section designations herein set forth are for convenience only and shall have no substantive meaning. Section 33. Allornek's Fees and Casts. The County and FRED agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out -of- pocket expenses, as an award against the non - prevailing party, and shall include attorney's fees, courts costs, investigative, and out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Section 34. Binding Effect, The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. Section 35. AdiUdication of or Disagreements. County and FRED agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. Section 36. Cooperation, In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and FRED agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and FRED specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Section 37. Covenant ()I' No Interest.. County and FRED covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. Section 38. Code gal` Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 17 Section 39. No Personal Liab Llity. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Section 40. I in C oumerparts, This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. Section 41. MUtUal Rcvie�k. This agreement has been carefully reviewed by FRED and the County, therefore this agreement is not to be construed against either party on the basis of authorship. [SIGNATURE PAGE FOLLOWS] 18 WITNESS: kY3 k a _�e STATE OF FL QRIDA COUNTY OFft ") � n D le_. S FLORIDA DEVELOP. ENT` ENTFINANCE CORPORATI(.),$,,k FLORIDA � RESILIENCY N D' ENERGY DISTRICT B y: William "Bill" F. Spivey, Jr. Executive Director I , I f ing 10.7 ore�_jo , instrument was acknowledged before me this CQ& day of - 4 18 �' by William "Bill" F "s bv _wfiye Director of the Florida Development Finance Corporation,(��, js i - (2n it 1 nl own o as produced as identification. � 1)�� (SEAL) Jennifer Jenkins NOTARY PUBLIC ; STATE OF FLORIDA Comm# GG141148 . Expires 9/5/2021 10 Nan , I Notary Public-State of Florida Commission Number: 19 I IN WITNESS WHEREOF, the undersigned have caused this Non-Exclusive Interlocal Agreement to be duly executed and entered into as of the date first above written. (SEAL) Attest: Kevin Madok, Clerk and Comptroller Bv: David Rice, Mayor Approved as to form: Pedro Mercado Assistant County Attorney 111 111111 11711 1 UR '1111 11� 11i III III ill 10 L_ a. k b En I I go] FORTIHIM "., 11, welay.11 WMI" Iling ■ it This instrument was prepared by or under the supervision of (and after recording should be returned to): BROAD AND CASSEL 390 NORTH ORANGE AVENUE SUITE 1400 ORLANDO, FL 32804 ATTN: JOSEPH B. STANTON PACE reserved for Clerk SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT RELATING TO THE CREATION OF THE FLORIDA RESILIENCY AND ENERGY DISTRICT, A PROPERTY ASSESSED CLEAN ENERGY DISTRICT, AND AUTHORIZING FINANCING PURSUANT THERETO BY AND AMONG THE TOWN OF LAKE CLARKE SHORES, FLORIDA, AND THE CITY OF FERNANDINA BEACH, FLORIDA, AND THE FLORIDA DEVELOPMENT FINANCE CORPORATION, FLORIDA, IN ITS LIMITED CAPACITY DESCRIBED HEREIN AND ANY SUBSEQUENT PARTIES HERETO DATED AS OF , 2017 4814 -0430 -8797 139753/0041 TABLE OF CONTENTS Page SECTION 1. AUTHORITY FOR AGREEMENT ...................... ............................... 4 SECTION 2. DEFINITIONS ................................................ ............................... 4 SECTION 3. INTERPRETATION ........ .................................. ............................... 7 SECTION 4. PURPOSE ............................................... ..............................7 SECTION 5. QUALIFYING IMPROVEMENTS ....................... ............................... 7 SECTION 6. ENABLING ORDINANCE OR RESOLUTION .. ............................... 7 SECTION 7. DISTRICT BOUNDARIES. DISTRICT ADMISSION ..................... 7 SECTION 8. GOVERNING BOARD OF THE DISTRICT ....... ............................... 8 SECTION 9. DECISIONS OF THE BOARD................. ....... ................... ... 9 SECTION 10. DISTRICT ADMINISTRATION; DISTRICT STAFF AND ATTORNEY; ADMINISTRATORS ....................... 9 SECTION 11. FINANCING AGREEMENT ................................. ............................... 9 SECTION 12. POWERS OF THE DISTRICT ........................... ............................... 10 SECTION13. TERM ................................................................... ............................... 11 SECTION14. CONSENT ........................................................... ............................... 11 SECTION 15. NOTICE OF INTENT; IMPOSITION OF ASSESSMENTS; COORDINATION ............................ ............................... 11 SECTION 16. UNDERLYING POWERS; SEPARATE INTERLOCAL AGREEMENTS .. ............................... .............. ............................... 13 SECTION 17. FEES AND COSTS..... .. . ............................... 14 SECTION 18. FILING ............................................................, ............................... 14 SECTION 19. LIMITED LIABILITY ..............................,........ ..............................- 14 SECTION 20. AMENDMENTS .... ............. ............................... ......... .. ...... ........ 15 SECTION 21. ASSIGNMENT .................................................... ............................... 15 SECTION 22. EXECUTION IN COUNTERPARTS..... . .... .... -- ............ ................ 15 SECTION 23. SEVERABILITY ................................................. ............................... 15 SECTION 24. APPLICABLE LAW ........................................... ............................... 15 SECTION 25. JOINT EFFORT ................................................... ............................... 15 SECTION 26. EFFECTIVE DATE ............................ ......... ........ ......... ...............,. 15 4814 -0430 -8797 139753(0041 SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT RELATING TO THE CREATION OF THE FLORIDA RESILIENCY AND ENERGY DISTRICT, A PROPERTY ASSESSED CLEAN ENERGY DISTRICT, AND AUTHORIZING FINANCING THERETO THIS SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT (hereinafter the "Agreement ") is made and entered into as of _ . 2017, by and among the government units executing the Agreement, each one constituting a public agency or legal entity under Part I, Chapter 163, Florida Statues, comprising the Town of Lake Clarke Shores, a municipality and local government of the State of Florida and the City of Fernandina Beach, a municipality and local government of the State of Florida (the "Public Agency" or "Public Agencies ") and, in the limited capacity described herein, the Florida Development Finance Corporation, a public body corporate and politic, a public instrumentality and a public agency organized and existing under the laws of the State of Florida ( "FDFC ") and, together collective referred to herein as the "Parties." WITNESSETH: WHEREAS, pursuant to Section 163.08, Florida Statutes, as amended (the "Florida PACE Act "), the Florida Legislature found that in order to make qualifying renewable energy, energy efficiency and conservation and wind resistance improvements (collectively, the "Qualifying Improvements ") more affordable and assist real property owners who wish to undertake such improvements, there is a compelling State of Florida ( "State ") interest in enabling property owners to voluntarily finance such improvements with local government assistance; and WHEREAS, under the Florida PACE Act, the Florida Legislature determined that the actions authorized under the Florida PACE Act, including, but not limited to, the financing of Qualifying Improvements through the execution of" financing agreements between property owners and local governments and the resulting imposition of voluntary non -ad valorem assessments are reasonable and necessary to serve and achieve a compelling state interest and are necessary for the prosperity and welfare of the State and its property owners and inhabitants; and WHEREAS, the Town of Lake Clarke Shores, Florida, and the City of Fernandina Beach, Florida (collectively, the "Founding Members "), wish to create an entity to finance Qualifying Improvements for themselves and for other local governments pursuant to Section 163.08(2)(a); and WHEREAS, effective September 6, 2016, the Founding Members and FDFC entered into that certain Agreement (the "Original Agreement "), pursuant to Section 163.01(7), Florida Statues, creating a separate legal entity within the meaning of Section 163.01, Florida Statutes, also known as the Florida Interlocal Cooperation Act of 1969 (the 1 4814 - 0430 - 8797139753(0041 "Interlocal Act ") and a "local government" within the meaning of the Florida PACE Act, in furtherance of the objectives of the Florida PACE Act; and WHEREAS, the separate legal entity created under the Original Agreement has been designated as the Florida Resiliency and Energy District (the "District" or "FRED ") which may, pursuant to section 163.08(2)(a), finance Qualifying Improvements through voluntary assessments; and WHEREAS, FRED, as a separate legal entity created pursuant to section 163.01(7), meets the definition of a local government under section 163.08(2)(a), and may levy assessments to fund qualifying improvements pursuant to authority granted under 163.08(3); and WHEREAS, subsequent to the execution of the Original Agreement, the parties determined that certain amendments were desired in order provide clarity with respect to the nature of the Qualifying Improvements, and the composition of the Governing Board and the designated principal place of business, among other terms and conditions as are more fully set forth herein; and WHEREAS, upon agreement of the parties, an Amended and Restated Agreement was ratified by the parties and became effective on January 10, 2017; and WHEREAS, subsequent to the execution of the Amended and Restated Agreement, the parties determined that certain amendments were desired to be responsive to interpretive concerns raised by some local governments as are more fully set forth herein; and WHEREAS, the Act also permits FDFC and FRED, as public agencies under the Interlocal Act, to enter into Agreements with each other to provide for the performance of service functions to cooperate on a basis of mutual benefit in the best interest of the real property owners within the boundaries of FRED; and WHEREAS, FDFC has determined that there is a substantial need within the State for a financing program which can provide funds to property owners to enable them to finance Qualifying Improvements under the Florida PACE Act on a cost - effective basis; and WHEREAS, the Florida Legislature determined that FDFC has the authority to issue revenue bonds for the purpose of financing Qualifying Improvements pursuant to Section 288.9606(7), Florida Statutes; and WHEREAS, FDFC acts as a special development financing authority that specializes in providing financing support to fund capital projects that support economic development and job creation on a state -wide basis; and 2 4814- 0430 -8797 139753(0041 WHEREAS, the Florida PACE Act is an economic development tool that provides communities with an additional option for financing, stimulates production of qualifying products, promotes competition, seeks to increases property values, lower energy consumption, mitigate wind damage, and create jobs; and WHEREAS, on December 4, 2015, the FDFC Board of Directors adopted Resolution No. 15 -09, as amended and supplemented from time to time (the "Bond Resolution "), authorizing the issuance of revenue bonds ( "Bonds ") in order to finance Qualifying Improvements under the Florida PACE Act, which revenue bonds shall be secured by and payable from the proceeds of voluntary non -ad valorem assessments levied against the real properties that are benefitted by such Qualifying Improvements (the "Assessments "), all in accordance with the provisions of the Florida PACE Act and other applicable provisions of law and in accordance with FDFC's Property Assessed Clean Energy ( "PACE ") Program (the "FDFC PACE Program "); and WHEREAS, on July 18, 2014, in accordance with Chapter 75, Florida Statutes, the Circuit Court of the Second Judicial Circuit in and for Leon County, Florida issued an Amended Final Judgment validating the issuance of the Bonds by FDFC and on October 15, 2015, the Supreme Court of the State of Florida affirmed such Final Judgment; and WHEREAS, on December 4, 2015, the FDFC Board of Directors adopted Resolution No. 15 -10 setting forth its policies and procedures relating to the FDFC PACE Program; and WHEREAS, on December 4, 2015, the FDFC Board of Directors adopted Resolution No. 15 -11 approving Renovate America, Inc. ( "Renovate America ") as its first PACE administrator for the FDFC PACE Program; and WHEREAS, FDFC anticipates adding other PACE providers as PACE residential and commercial administrators to provide a competitive marketplace in Florida for any potential residential and commercial property owners interested in the FDFC PACE Program; and WHEREAS, FRED and FDFC agree, pursuant to Section 163.01(14), that FRED, as a separate legal entity authorized to facilitate PACE financing pursuant to Section 163.08, Florida Statutes, may contract with FDFC to serve the financing function of the District and therefore serve the property owners of within the District; and WHEREAS, under this Agreement, the Parties agree to have the FDFC PACE Program serve as the administrator for the District's PACE program; and WHEREAS, in order to provide the property owners within the boundaries of FRED an efficient process for accessing the FDFC PACE Program, FRED will designate FDFC as 3 4814- 0430 - 8747.134753/0041 its agent for purposes of executing Financing Agreements with property owners on behalf of FRED pursuant to Section 163.08(6), Florida Statutes, and for purposes of administering the FDFC PACE Program within the boundaries of FRED and ensuring compliance with the Florida PACE Act; and WHEREAS, the District will utilize the FDFC PACE Program to implement PACE exclusively on behalf of the District and take on all costs and responsibilities for administering and operating the program; and WHEREAS, FDFC will utilize its authority under law to provide, authorize, and issue revenue bonds to finance Qualifying Improvements within and on behalf of property owners within the District; and WHEREAS, FRED will have immediate access to a turnkey FDFC PACE Program which includes $2,000,000,000 in judicially validated bonding authority for PACE financing and a trained PACE program staff; and NOW THEREFORE, THE PARTIES TO THIS AGREEMENT AGREE AS FOLLOWS: SECTION 1. AUTHORITY FOR AGREEMENT. This Agreement is adopted pursuant to the provisions of the Interlocal Act, the Florida PACE Act, and other applicable provisions of law. At all times prior to and during the term of this Agreement, the Town of Lake Clarke Shores, Florida, and the City of Fernandina Beach, Florida, constitute local governments as that term is defined in the Florida PACE Act and the Interlocal Act and the Florida Development Finance Corporation constitutes a "public agency" as that term is defined in the Florida Interlocal Act. That portion of this Agreement creating the separate legal entity pursuant to Section 163.01(7), Florida Statues, is among and between the Founding Members, and that portion of the Agreement allowing the FDFC PACE Program to provide the financing duties of the District is pursuant to Section 163.01(14), Florida Statutes. SECTION 2. DEFINITIONS. The following definitions shall govern the interpretation of this Agreement: "Agreement" means this Amended and Restated Interlocal Agreement, including any amendments or supplements hereto, executed and delivered in accordance with the terms hereof. "Assessment Resolution" means a resolution or resolutions adopted by the District that (A) imposes new Assessments against those property owners entering into Financing Agreements since adoption of the last Assessment Resolution, and (B) approves an electronic assessment roll to be submitted to the Tax Collector for the next tax bill M 4814 -0430 -8797 139753(0041 containing the required collection information for all property owners with outstanding Assessments under the FDFC PACE Program, in each case limited to those property owners within the boundaries of the local governments that comprise the District. "Assessments" means the non -ad valorem assessments levied by the District against the properties that are benefitted by the Qualifying Improvements in accordance with the Florida PACE Act and the FDFC PACE Program. "Bond Resolution" means Resolution No. 15 -09 of the FDFC adopted on December 4, 2015 relating to the Bonds and the FDFC PACE Program, as amended and supplemented from time to time. "Bonds" means bonds that are issued by FDFC from time to time pursuant to the Bond Resolution. "Contracted FDFC Services" means the services provided by FDFC pursuant to this Agreement. "District" or "FRED" means the Florida Resiliency and Energy District (FRED), a separate legal entity formed pursuant to the Interlocal Act and this Agreement and a local government within the meaning of the Florida PACE Act. "FDFC" means Florida Development Finance Corporation, a public body corporate and politic, a public instrumentality and a public agency organized and existing under the laws of the State of Florida. "FDFC PACE Program" means the FDFC's Property Assessed Clean Energy (PACE) Program adopted pursuant to the Bond Resolution and its policies and procedures. "Financing Agreement" means a contract among FRED, FDFC and the owner of a participating parcel in the FDFC PACE Program pursuant to which the owner voluntarily agrees to the levy of Assessments against the participating parcel and the payment thereof to finance the installation of Qualifying Improvements on the participating parcel. "Florida PACE Act" means Section 163.08, Florida Statutes, as may be amended from time to time. "Founding Members" means the Town of Lake Clarke Shores, Florida, and the City of Fernandina Beach, Florida. The term does not include FDFC. "Governing Board" means the governing board of FRED as further described in Section 8 hereof. 5 4814- 0430 -8747 139753/0041 "Interlocal Act" means Section 163.01, Florida Statutes, as amended. "Joinder Agreement" means a document in which additional government units constituting Public Agencies under the Interlocal Act and local governments as defined under the Florida PACE Act join the District as a Subsequent Party. "Jurisdictional Boundaries" has the meaning described in Section 7 hereof. "Limited Member" means additional government units constituting Public Agencies under the Interlocal Act and local governments as defined under the Florida PACE Act which join the District upon application to the District and the affirmative vote of a majority of the Governing Board and upon execution of a Limited Purpose Party Membership Agreement between the District and a Limited Member. "Limited Purpose Party Membership Agreement" means an agreement between additional government units constituting Public Agencies under the Interlocal Act and/or local governments as defined under the Florida PACE Act and the District defining the terms and conditions of membership within the District. "Party" or "Parties" means the Town of Lake Clarke Shores, Florida, and the City of Fernandina Beach, and the Florida Development Finance Corporation Florida, and their respective assigns; provided, however, the FDFC is a party only for the contracted FDFC services "Property Appraiser" means the county property appraiser for real property within the boundaries of each Founding Member, Subsequent Party or Limited Member. "Public Agency" means cities or counties of the State of Florida, or any Subsequent Party or Limited Member. "Resolution of Intent" means a resolution adopted by the District pursuant to the Uniform Assessment Collection Act providing notice to all owners of real property within the boundaries of District that non -ad valorem assessments may be imposed pursuant to the Florida PACE Act and will be collected pursuant to the Uniform Assessment Collection Act if the property owner chooses to utilize the FDFC PACE Program to finance Qualifying Improvements. "State" means the State of Florida. "Subsequent Party" or "Subsequent Parties" means additional governmental units constituting Public Agencies under the Interlocal Act and local governments as defined under the Florida PACE act which execute a Joinder Agreement and agree to serve 6 4814- 0430 - 8797.139753(0041 on the Governing Board. "Tax Collector" means the county tax collector for real property within the boundaries of each Founding Member, Subsequent Party, or Limited Member. "Uniform Assessment Collection Act" means Sections 197.3632 and 197.3635, Florida Statutes, as amended and supplemented from time to time. SECTION 3. INTERPRETATION. Words importing the singular number shall include the plural in each case and vice versa, and words importing persons shall include firms and corporations. The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Agreement; the term "heretofore" shall mean before the effective date of this Agreement; and the term "hereafter" shall mean after the effective date of this Agreement. This Agreement shall not be construed more strongly against any party regardless that such party, or its counsel, drafted this Agreement. SECTION 4. PURPOSE. The purpose of this Agreement is for the Founding Members to affirm the creation of the District, pursuant to the Interlocal Act and the Florida PACE Act, and, by also agreeing to contract with the Florida Development Finance Corporation and its FDFC PACE Program and the Florida PACE Act to facilitate the financing of Qualifying Improvements for property owners within the District. The District shall be a separate legal entity, pursuant to Section 163.01(7), Florida Statutes and a local government within the meaning of the Florida PACE Act. SECTION 5. QUALIFYING IMPROVEMENTS. The District shall allow the financing of Qualifying Improvements by and through the FDFC PACE Program as defined in Section 163.08, Florida Statutes, under authority of Section 163.01(14), Florida Statutes. SECTION 6. ENABLING ORDINANCE OR RESOLUTION. The Founding Members and Subsequent Parties to this Agreement agree to approve and keep in effect such resolutions and ordinances as may be necessary to approve, create and maintain the District. Said ordinances and resolutions shall include all of the provisions as may be required or desirable under the Interlocal Act and the Florida PACE Act for the creation and operation of FRED as a separate legal entity and a local government. The District shall be created upon the execution and delivery of this Agreement by the Parties. SECTION 7. DISTRICT BOUNDARIES; DISTRICT ADMISSION. (A) The boundaries of the District shall initially be the legal boundaries of the Founding Members, and shall be expanded to include all areas within the legal boundaries of, or service area designated by the Joinder Agreement or Limited Purpose Party Membership Agreement entered into by each local government (the "Jurisdictional 7 4614 -0436 -8797 139753(0041 Boundaries ") that becomes a Subsequent Party or Limited Member to this Agreement. As contemplated in this Amended and Restated Agreement, the District shall levy voluntary assessments on the benefitted properties within the Jurisdictional Boundaries of the District in order for the FDFC PACE Program to finance the costs of Qualifying Improvements for those benefitted properties. Upon petition by the landowners of individual residential or commercial properties desiring to be benefited, those properties receiving financing for Qualifying Improvements shall be assessed from time to time, in accordance with the applicable law. Notwithstanding a Founding Member's termination of participation in this Agreement, or Subsequent Party's or Limited Member's termination of participation, those properties that have received financing for Qualifying Improvements shall continue to be a part of the District in accordance with Section 13(C) hereof. (B) To the extent permitted by the Interlocal Act, the District may admit any public agency or local government (as such terms are defined in the Interlocal Act and the Florida PACE Act, respectively) as a Subsequent Party or Limited Member to the District upon application of each public agency or local government to the District and the affirmative vote of a majority of the Governing Board. This Agreement need not be amended to admit any such public agency or local government, and the approval of the respective governing boards of the existing Parties to the District shall not be required to admit a Subsequent Party or Limited Member. Each Subsequent Party or Limited Member shall execute, deliver, duly authorize, and record in the public records of each Subsequent Party or Limited Member a Joinder Agreement or Limited Purpose Party Membership Agreement as a precondition to membership in the District. SECTION 8. GOVERNING BOARD OF THE DISTRICT. The District shall be governed by the Governing Board which shall at a minimum be comprised of three (3) individuals, two (2) of whom are elected officials, city managers, or their designees, of each of the Founding Members, and each representing an individual local government within the Jurisdictional Boundaries of the Parties to this Agreement. The next Subsequent Party to join the District shall be entitled to the third position as a member of the Governing Board, provided however, that prior to addition of a Subsequent Party, the Founding Members shall have the right to jointly appoint a third Governing Board member. Such third Governing Board member shall be unrelated to either Founding Member (e.g., shall not be an officer, or employee of the Founding Members), but shall have a background or experience in finance or economic development. Notwithstanding the foregoing, the maximum number of members on the Governing Board may be increased by a majority vote of the Governing Board to a maximum of 5 members, with the proviso that as much as possible the composition of the Governing Board membership reflects the geographic regions of the state of Florida. After the Governing Board is constituted, the Executive Director may recommend procedures for setting terms, Governing Board qualifications and responsibilities, and the means of appointment of members to the Governing Board. In the event a Governing Board member is no longer eligible or able to serve on the Governing Board, the Public Agency represented by the Governing Board member, so long as it 8 4814 -0470 -8797 139753(0041 continues to be a Party to this Agreement, shall have the right to request appointment of a replacement to fulfill the remaining term of that member. FDFC shall have no right to appoint any member of the Governing Board. SECTION 9. DECISIONS OF THE GOVERNING BOARD. Decisions of the Governing Board shall be made by majority vote of the Governing Board. The Governing Board, upon recommendation of the Executive Director, may adopt rules of procedure for the Governing Board. In the absence of the adoption of such rules of procedure, the most current version of Roberts Rules of Order shall apply to the extent it is not inconsistent with Florida law. SECTION 10. DISTRICT ADMINISTRATION; DISTRICT STAFF AND ATTORNEY; ADMINISTRATORS (A) Financin . As a condition of this Agreement, the Founding Members, and any Party joining the District consents to FDFC and FDFC PACE Program providing financing for the District, and FDFC agrees to provide a turnkey PACE program for each jurisdiction that is a Party, Subsequent Party, or Limited Member to this Agreement. Notwithstanding any other section of this Agreement, the Executive Director of FDFC or his or her appointee shall also be the Executive Director of FRED. The Executive Director shall have sole authority to appoint staff, counsel, professionals, consultants, and all other positions to fulfill the functions of the District per the PACE Act for the District, and all costs and expenses shall be borne by FDFC and the District. (B) Additional Administrators The PACE program development period, which serves as a soft launch period for the FDFC PACE Program, will end on July 1, 2017, whereby additional qualified administrators for residential PACE programs may be presented to the District. Within 30 days after execution of this Agreement, FDFC may present to the District qualified administrators for commercial PACE programs that will be available to serve jurisdictions that are a Party to this Agreement. All PACE administrators ( "PACE Administrators" or "Administrators ") must undergo a vetting process by the FDFC. Once vetted, the PACE Administrators must be presented to the FDFC Board and approved by resolution. In order for an approved PACE provider to provide administrator services through the FDFC PACE Program, it must execute a PACE administration agreement. Each member of the District shall receive notice of all approved PACE Administrators (except for residential PACE Providers during the "soft launch" period above). Notwithstanding any of the foregoing, the only authorized FDFC PACE residential Administrator for the District shall be Renovate America until July 1, 2017. SECTION 11. FINANCING AGREEMENT. The Parties agree that FDFC and FRED, and their designees, may enter into Financing Agreements, pursuant to Section 163.08(8), Florida Statutes, with property owner(s) who obtain financing through the District. In accordance with the findings described in this Agreement, FRED hereby 9 4814 -0430 -8797 139753(0041 designates FDFC as its agent for the limited purpose of executing Financing Agreements with property owners on behalf of FRED pursuant to Section 163.08(6), Florida Statutes, and for purposes of administering the FDFC PACE Program within the Jurisdictional Boundaries of FRED and ensuring compliance with the Florida PACE Act. SECTION 12. POWERS OF THE DISTRICT. With the approval of a majority vote of the Governing Board, the District may exercise any or all of the powers granted to the District under the Interlocal Act and the Florida PACE Act, which include, without limitation, the following: (A) To finance Qualifying Improvements through contracts with property owners in the District, and the District shall impose and levy assessments as a local government in accordance with Section 163.08 to repay the financing received; provided, however, (i) FDFC shall provide the form of the Financing Agreement and (ii) that FDFC shall, have independent discretionary authority to authorize and approve the issuance of revenue bonds to finance such improvements without further approval or authorization from the District, and subject to Section 10, to select and approve Program Administrators for the District; (B) In its own name to make and enter into contracts on behalf of the District; (C). Subject to Section 10(A) hereof, to employ agencies, employees, or consultants for the District; (D) To acquire, construct, manage, maintain, or operate buildings, works, or improvements for the District; (E) To acquire, hold, or dispose of property for the District; (F) To incur debts, liabilities, or obligations, provided, however, that such debts, liabilities, or obligations shall not constitute debts, liabilities, or obligations of the State, FDFC, the Founding Members, or any Subsequent Party to this Agreement; (G) To adopt resolutions and policies prescribing the powers, duties, and functions of the officers of the District, the conduct of the business of the District, and the maintenance of records and documents of the District; (H) To maintain an office at such place or places as it may designate within the District or within the boundaries of a Party to this Agreement; (I) To cooperate with or contract with other governmental agencies as may be necessary, convenient, incidental, or proper in connection with any of the powers, duties, or purposes authorized by the Florida PACE Act, and to accept funding from local, state and federal agencies; 10 4814 - 0430 -8797 139753(0041 (J) To exercise all powers necessary, convenient, incidental, or proper in connection with any of the powers, duties, or purposes authorized in the Florida PACE Act or Florida statutes governing the District; and (K) To apply for, request, receive and accept gifts, grants, or assistance funds from any lawful source to support any activity authorized under Florida Statutes and this Agreement. SECTION 13. TERM. (A) This Agreement shall remain in full force and effect from the date of its execution; provided, however, that any Party may terminate its involvement in the District and its participation in this Agreement upon 90 days' written notice to the other Parties. Should a Party terminate its participation in this Agreement, be dissolved, abolished, or otherwise cease to exist, the District and this Agreement shall continue until such time as all remaining Parties agree to terminate this Agreement. (B) At its discretion, and with reasonable notice, FDFC may terminate its role as a PACE program administrator for the District. (C) Notwithstanding a Party's termination of participation in this Agreement, to ensure continued collection of Assessments for Qualifying Improvements acquired within the service area of the terminating Party, such terminating Party shall enter into a written agreement with the District for such Party to consent to the levy of annual Assessments by the District or for such party to levy annual Assessments on those properties that have received financing for Qualifying Improvements within the legal boundaries of the terminating Party, until such time that all outstanding debt related to such Qualifying Improvements has been satisfied. The proceeds of the Assessments shall be paid to the designee of the District pursuant to such written agreement. SECTION 14. CONSENT. This Agreement and any required resolution or ordinance of an individual Party shall be considered the Party's consent to the creation of the District as required by the Interlocal Act and the Florida PACE Act. SECTION 15. NOTICE OF INTENT; IMPOSITION OF SPECIAL ASSESSMENTS; COORDINATION. (A) In accordance with the Uniform Assessment Collection Act and the Florida PACE Act, the District hereby agrees to impose Assessments within its Jurisdictional Boundaries and to utilize the Uniform Assessment Collection Act for collection of such Assessments from each property owner that voluntarily enters into a Financing Agreement pursuant to the Florida PACE Act and the FDFC PACE Program. Specifically, the District 11 4814-0430-8797 139753 /0041 shall: (1) advertise a public hearing to consider adoption of a Resolution of Intent, thus providing notice to the owners of real property within the Jurisdictional Boundaries of the District that non -ad valorem assessments may be imposed pursuant to the Florida PACE Act and may be collected pursuant to the Uniform Assessment Collection Act; (2) after holding the public hearing referred to in (1) above, adopt a Resolution of Intent and mail an executed copy to FDFC, the Tax Collector and the Property Appraiser; (3) enter into a written agreement with the Tax Collector and the Property Appraiser regarding costs associated with use of the Uniform Assessment Collection Act, to the extent such agreement is not already in place; (4) prior to September 15 of each calendar year, or as frequently as needed, adopt Assessment Resolutions which impose new Assessments against those property owners entering into Financing Agreements since adoption of t h e 1 a s t Assessment Resolution, and certifies an electronic assessment roll to be submitted to the Tax Collector for the next tax bill, in each case based on information provided by FDFC; (5) remit Assessment proceeds received on behalf of the District from the Tax Collector directly to the District, FDFC or its designee; (6) take all actions necessary to enforce collection of the Assessments pursuant to the Uniform Assessment Collection Act; and (7) on its own behalf and at the request of FDFC, re- impose the Assessments as necessary to the extent required by changes in State law or subsequent judicial decisions. (B) Each approved Administrator shall be responsible for all other actions required by the Florida PACE Act and their administration agreement with FDFC under the FDFC PACE Program, including but not limited to: (1) assisting each Party to the Agreement with preparing all documents required for the District to impose the Assessments pursuant to the Florida PACE Act and the Uniform Assessment Collection Act, including finalization of the documents attached as exhibits hereto and assistance with the written agreement with the Tax Collector and Property Appraiser, if requested by each Party; (2) providing a copy of the Resolution of Intent, together with any other documents required by the Florida PACE Act or the Uniform Assessment Collection 12 4814 -0430 -8797 13475310041 Act, to the Florida Department ofRevenue; (3) ensuring that each property owner that voluntarily enters into a Financing Agreement has met all of the financial and other requirements provided for by the Florida PACE Act and the FDFC PACE Program; (4) providing the requisite notifications to all real property owners participating in the District; (5) recording a summary or memorandum of the Financing Agreement with the property owner in accordance with the Florida PACEAct; (6) tracking payment information for each property owner participating in the FDFC PACE Program and maintaining the related assessment rolls for all such participating parcels within the boundaries of the District; (7) working with the District to ensure the submission of the electronic assessment roll relating to the District each year to the Tax Collector; and (8) administering all other aspects of the District including the payment of Bonds with proceeds derived from the Assessments, (C) The District shall fully cooperate and coordinate with the Tax Collector and Property Appraiser with respect to the levying and collection of assessments and comply with all other requirements of the Florida PACE Act and the Uniform Assessment Collection Act. SECTION 16. UNDERLYING POWERS; SEPARATE AGREEMENTS. (A) For purposes of this Agreement and the District, the Parties acknowledge that FDFC currently does not have the power to levy the Assessments. FDFC shall not be a member of the District. FDFC shall be a party to this Agreement solely for the purpose of providing turn-key financial and administrative services through the FDFC PACE Program. (B) In order to maintain the integrity of the Assessments imposed by the District, the FDFC may, at its sole option, terminate its participation in this Agreement and enter into a separate Agreement or contract which provides the services described herein related to the FDFC PACE Program. SECTION 17. FEES AND COSTS. (A) All fees and costs related to the recording of this Agreement, the Resolution of 13 4814- 0470 - &79.139753/0041 Intent process and any other fees and costs incurred by any Party with respect to the Assessments and the FDFC PACE Program will be paid for solely by FDFC and reimbursed to FDFC through the FDFC PACE Program by the respective FDFC- approved PACE Administrator(s). (B) To advance the purposes of the Florida PACE Act, to minimize participation costs, and because each property owner is voluntarily undertaking to achieve and underwrite the compelling State interests described in the Florida PACE Act, the District shall seek either (i) the waiver or reduction by the Tax Collector and Property Appraiser of their fees or (ii) a flat fee per year per tax parcel in an amount sufficient to reimburse the Tax Collector and Property Appraiser for their actual costs related to providing such services, which shall be paid by the District and reimbursed to the District through the FDFC PACE Program by the respective FDFC- approved PACE administrator. SECTION 18. FILING; PRINCIPAL PLACE OF BUSINESS. A copy of this Agreement shall be filed by the District for record with the Clerk of the Circuit Court in and for such jurisdictions as may be required by Section 163.01(11), Florida Statutes. By agreement of the parties, the principal place of business for the District shall be located in Orange County, Florida at FDFC's principal place of business. SECTION 19. LIMITED LIABILITY. (A) To the extent permitted by Florida Law and subject to the limitations of Section 768.28, Florida Statutes, the Parties hereto shall each be individually and separately liable and responsible for the actions of its own officers, agents and employees in the performance of their respective obligations under this lnterlocal Agreement. Except as specified herein, the Parties shall each individually defend any action or proceeding brought against their respective agency pursuant to this lnterlocal Agreement and shall be individually responsible for all of their respective costs, attorneys' fees, expenses and liabilities Incurred as a result of any such claims, demands, suits, actions, damages and causes of action, including the investigation or the defense thereof, and from and against any orders, judgments or decrees which may be entered as a result thereof. The Parties shall each individually maintain throughout the term of this lnterlocal Agreement any and all applicable insurance coverage required by Florida law for governmental entities. Nothing in this Agreement shall be construed to affect in any way the Parties' rights, privileges, and immunities, including the monetary limitations of liability set forth therein, under the doctrine of "sovereign immunity" and as set forth in Section 768.28 of the Florida Statutes. (B) All Limited Member liabilities shall be governed by the Limited Purpose Party Membership Agreement. (C) No Party or any agent, board member, officer, official, advisor or employee of such Party shall be liable for any action taken pursuant to this Agreement in good faith or for any omission, or for any act of omission or commission by any other Party hereto or its 14 4814 -0430- 8797139753/0041 agents, officers, officials or employees. The terms of this Section 19 shall survive termination or expiration of this Agreement. (D) Neither this Agreement nor any Bonds issued by FDFC on behalf of the District under the FDFC PACE Program shall be deemed to constitute a general debt, liability, or obligation of or a pledge of the faith and credit of FRED, FDFC, or any Party or Subsequent Party, the State of Florida, or any political subdivision or agency thereof. The issuance of any Bonds by FDFC on behalf of the FDFC PACE Program shall not directly, indirectly, or contingently obligate any Party, FDFC, the State of Florida, or any political subdivision or agency thereof to levy or to pledge any form of taxation whatsoever therefor, or to make any appropriation for their payment. (E) The District, FDFC, and each Party are and shall be subject to Sections 768.28 and 163.01(9), Florida Statutes, and any other provisions of Florida law governing sovereign immunity. Nothing in this Agreement is intended to inure to the benefit of any third -party for the purpose of allowing any claim, which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. SECTION 20. ENTIRE AGREEMENT. This Agreement sets forth all the promises, covenants, agreements, conditions and understandings between the parties hereto regarding the subject matter hereof, and supersedes all prior and contemporaneous agreements (including the Original Interlocal Agreement), understandings, inducements or conditions, expressed or implied, oral or written, regarding the subject matter hereof, except as herein contained. SECTION 21. AMENDMENTS. This Agreement may be amended only by a writing approved by each Party. SECTION 22. ASSIGNMENT. This Agreement may be assigned, in whole or in part, by any Party at any time with the prior written consent of each other Party hereto, which consent shall not unreasonably be withheld. SECTION 23. EXECUTION IN COUNTERPARTS. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. SECTION 24. SEVERABILITY. In the event that any provision of this Agreement shall, for any reason, be determined invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. SECTION 25. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 15 4814 - 0430 - 8797.139753/0041 SECTION 26. JOINT EFFORT. The preparation of this Agreement has been a joint effort of the Parties hereto and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. SECTION 27. EFFECTIVE DATE. This Agreement shall become effective on the later of (A) the date hereof, or (B) the date the last Founding Member and FDFC executes this Agreement and the filing requirements of Section 18 hereof are satisfied. [SIGNATURE PAGES FOLLOW] 16 4814- 0430 -5797 139753(0041 [SIGNATURE PAGE TO AGREEMENT] IN WITNESS WHEREOF, this Agreement has been executed by and on behalf of the Town of Lake Clarke Shores, Florida by its Mayor, its seal affixed hereto, as attested by its Clerk as of the day of 1 1 2017. TOWN OF LAKE CLARKE SHORES, FLORIDA /:I>>:Z61T/ a O7:%V 110111101 tim By Carle F. Sehoech, Town Attorney ATTEST: By a Mary Pinkerman, Town Clerk 17 4814- 0430 - 8797139753/0041 [SIGNATURE PAGE TO AGREEMENT] IN WITNESS WHEREOF, this Agreement has been executed by and on behalf of the City of Fernandina Beach, Florida by its Mayor, its seal affixed hereto, as attested by its Clerk as of the day of CITY OF FERNANDINA BEACH Robin C. Lentz Commissioner -Mayor APPROVED AS TO FORM AND LEGALITY: Tammie E. Bach City Attorney ATTEST: City Clerk . 2017. 4814 - 0430 - 8'.9".139753/0041 [SIGNATURE PAGE TO AGREEMENT] IN WITNESS WHEREOF, this Agreement has been executed by and on behalf of the FDFC by the authorized signatory identified below. FLORIDA D E LOPMENT FINANCE CORPORAT By: Name: Title: 19 William "Bill" F. Spivey, Jr. Executive Director 4914 -0430- 879713975310041 I 4914-0430-8797 t39753/0041