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Item O8County of Monroe <r BOARD OF COUNTY COMMISSIONERS � Mayor David Rice, District 4 IleOI1da Keys ��x t t 0. Mayor Pro Tern 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: 0.8 Agenda Item Summary #3617 BULK ITEM: Yes DEPARTMENT: Sustainability TIME APPROXIMATE: STAFF CONTACT: Rhonda Haag (305) 453 -8774 N/A AGENDA ITEM WORDING: Authorize entering into a Property Assessment Clean Energy (PACE) Agreement with Florida Green Finance Authority 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 Florida Green Finance Authority (the "Authority "); 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 Florida Green Finance Authority for program administration is Renew Financial. 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) The 1 st public hearing was held for the PACE Ordinance. BOCC continued the Public Hearing to the February 21, 2018 BOCC meeting in Key West, FL at 3:00 P.M. 02/21/18 (Q1) 2 nd public hearing was held for the PACE Ordinance. BOCC continued the Public Hearing to the March 21, 2018 BOCC Meeting in Key Largo, FL at 3:00 p.m. 03/21/18 Final PACE Ordinance Public Hearing held on March 21, 2018 at BOCC meeting in Key Largo, FL at 3:00 p.m. Item approved. CONTRACT /AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: FL Green Finance Authority Agreement - Signed Exhibit - Florida Green Finance Authority Second 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 12:00 PM Pedro Mercado Completed 03/29/2018 1:59 PM Budget and Finance Completed 04/02/2018 10:00 AM Maria Slavik Completed 04/02/2018 10:49 AM Kathy Peters Completed 04/02/2018 10:53 AM Board of County Commissioners Pending 04/19/2018 9:00 AM 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. Pu_ rpose The purpose of this Pi1!lA 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. QualifyingImprovements 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, County 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 form of ad valorem taxation or other county or municipal revenues or to make any appropriation for their payment whatsoever. i n 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. i n 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] TV ! 2 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 .1 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) BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY By: David Rice, Mayor V_ 07� ■ Attest: Kevin Madok, Clerk and Comptroller Approved as to form: Pedro J, Mercado, Assistant County Attorney [SIGNATURE PAGE TO MEMBERSHIP AGREEMENT] 14 EXHIBIT "A" fNTERLOCAL AGREEMENT TV 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 a) duties, Or Purposes authorized by Section 163.08, F.S., and to accept funding 11 0 C local and state agencies; M C 1. To exercise all powers necessary, convenient, incidental, or proper in connection U- C 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. 111anuals or 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 W 0 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. C W 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 enc ourage broad geographical and diverse � �A) ointin = 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 Diversit 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 subject meeting. The Treasurer, which officer role may be delegated to a member of Staff., shall 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, 1`or the execution of the powers, obligations and responsibilities vested in the Authority, and for carrying into cfl`ect the provisions of this 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 W 0 completed in accordance with generally accepted (ioverninent Auditing Standards t� C M C by an independent certified public accountant. At a minimum, the quarterly and U_ annual reports shall Include a balance sheet, a statement of revenues, expenditures C and changes in fund equity and combining statements prepared in accordance with generally accepted account ing principles. b. Operational reports: The Authority Board shall Cause to be made at least once 0 every year a comprehensive report Of its operations Including all matters relating to Ices, costs, projects financed and status of all funds and accounts. W C. Audits: T lie 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 gencrally accepted accounting practices and as applicable by C state law. E d. Reports to be public records: All reports, as well as supporting documentation 2! 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 , ;hall 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" iii 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 g however, 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" Pro gram. 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 arid 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 (D 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 understandings E concei the SLIbjeCt matter Of this Agreement that are not contained in this 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 chain e, amendment, alteration or modification in the terms and conditions contained in this 0 Interlocal Agreement shall be ef'l'cct]Ve unless contained in a written document that is ratified or U I - approved by Lit least seventy-five (75%) of the Parties to this Interlocal Agreement, which W ratification or approval shall be expressed in writing by such Party and delivered to the Authority in a form upon which the Authority can rely, and the Authority has made 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 this 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 WITNESS WHEREOF, 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 B Y: Approved by `!'own Attorney as to forni and legal sufficiency cif 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 offlorida. ['own Manager