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Item O5County 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: 0.5 Agenda Item Summary #3614 BULK ITEM: Yes DEPARTMENT: Sustainability TIME APPROXIMATE: STAFF CONTACT: Rhonda Haag (305) 453 -8774 N/A AGENDA ITEM WORDING: Approval to enter into a Property Assessment Clean Energy (PACE) Agreement with the Green Corridor Property Assessment Clean Energy (PACE) District at $0 cost to the County. ITEM BACKGROUND: The item seeks approval to enter into an Agreement establishing a Property Assessed Clean Energy (PACE) program with the Green Corridor PACE District; to which the entities will administer voluntary non -ad valorem financing of qualifying conservation and energy conservation efficiency, renewable energy and wind resistance improvements. The third - party administrator contracted with the Green Corridor PACE District for program administration is Ygrene. Section 163.08, Florida Statutes (the "Supplemental Act "), authorizes counties, municipalities and certain 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 (as referred to therein, the "Qualifying Improvements "), and repay such funding through voluntary special assessments, sometimes referred to as non -ad valorem assessments ( "Special Assessments "), levied upon the improved property pursuant to financing agreements between the owner thereof 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 (individually the "Agency ", collectively the "Agencies ") 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 party for - profit entity or a not for profit organization on behalf of or at the discretion of the local government. 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. Agencies 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. 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. 1/17/18 (04) 1 st PACE Ordinance Public Hearing held and continued to the February 21, 2018 BOCC meeting in Key West, FL at 3:00 P.M. 02/21/18 (Q1) 2 nd PACE Ordinance Public Hearing held and continued to the March 21, 2018 BOCC Meeting in Key Largo, FL at 3:00 p.m. 03/21/18 3 rd PACE Ordinance Public Hearing held in Key Largo. Item approved CONTRACT /AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: Green Corridor PACE District Membership Agreement Exhibit A - Green Corridor PACE District Recorded Amended and Restated Interlocal Agreement FINANCIAL IMPACT: Effective Date: April 19, 2018 Expiration Date: Effective until terminated by either Party Total Dollar Value of Contract: $0 Total Cost to County: $0 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: Yes Additional Details: N/A REVIEWED BY: Rhonda Haag Completed 03/29/2018 3:27 PM Pedro Mercado Skipped 04/03/2018 1:36 PM Cynthia Hall Completed 04/03/2018 3:55 PM Budget and Finance Completed 04/03/2018 3:59 PM Maria Slavik Completed 04/03/2018 4:34 PM Kathy Peters Completed 04/03/2018 6:11 PM Board of County Commissioners Pending 04/19/2018 9:00 AM 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. 2233 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] .0, 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 F�li�� lit ff11ii1I11 II II 6.5.b OR Elk 28217 P9s 0312 - 3336 tZ' uj 9 AMENDED AND RESTATED' .yl RECORDED 08 12 °13 INTERLOCAL AGREEMENT BETWEEN THE T04 �169AD + w► hlt'Y TYr, l'. LO F }A IDA l}� G ©U t L CUTLER BAY, VILLAGE OF PALMETTO BAY, ViLLAGE OF 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; 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 (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 the lnterlocai Agreement establishing the Green Corridor Property Assessment Clean Energy (PACE) District created pursuant to Section 163.01(7), Florida Statutes. 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. 0 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