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04/19/2018 Agreement
DATE: June 12, 2018 TO: Lindsey Ballard County Administrator’s Office FROM: Sally M. Abrams, D.C. SUBJECT: April 19th, BOCC Meeting Approved Agenda Items ______________________________________________________________________________ Attached is an electronic copy of the executed agenda items listed below for your handling. O6 Approval to enter into a Property Assessment Clean Energy Agreement with Florida PACE Funding Agency at $0 cost to the County. O8 Approval to enter into a Property Assessment Clean Energy Agreement with [[1866,1365,2021,1417][11][B,I,][Times New Roman]]Florida [[356,1418,835,1470][11][B,I,][Times New Roman]]Green Finance Authority [[835,1418,846,1471][11][,,][Times New Roman]] [[846,1418,1294,1471][11][,,][Times New Roman]]at $0 cost to the County. [[1294,1418,1314,1471][11][,,][Times New Roman]] Please contact me at extension 3550 with any questions. cc: County Attorney Finance[[607,1891,636,1952][12][,I,][Calibri]] File NON - EXCLUSIVE PARTY MEMBERSHIP AGREEMENT BETWEEN THE FLORIDA GREEN FINANCE AUTHORITY AND MONROE COUNTY, FLORIDA This Party Membership Agreement ( "PMA ") is entered into this lgeaay of A,pn 1 , 2018 by and between the Florida Green Finance Authority (the "Authority"), a public body corporate and politic, and Monroe County, a political subdivision of the State of Florida ( "County" or "Monroe 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 Property Assessed Clean Energy ( "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, ( "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 implementing and financing a qualifying improvements program 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 funding with property owners for qualifying improvements within the County, in accordance with the PACE Statute and the Ordinance; and WHEREAS, the Parties have determined that entering into this 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: 1 Section 1. Recitals Incorporated. The above recitals are true and correct and incorporated herein. Section 2. Purpose. The purpose of this PMA is to facilitate the financing of qualifying improvements for property owners within the County in accordance with the PACE Statute, and the Ordinance, by virtue of the County's joining the Authority as a Party and allowing the Authority's PACE Program ( "Program ") to operate within the County. Pursuant to the Ordinance, this PMA shall be applicable within the unincorporated areas of Monroe County, and in all municipalities that have not adopted an ordinance governing any or all of the subject matter of the Ordinance, regardless of the time of passage of the municipal ordinance ( "participating municipalities "). Section 3. Qualifying Improvements. The County shall allow the Authority to provide financing of qualifying improvements, including energy conservation and efficiency, renewable energy, and wind resistance improvements, as defined in the PACE Statute, as may be amended by law, on properties within the County and participating municipalities. Section 4. Non - Exclusive. The Authority Program is non - exclusive, meaning the County specifically reserves the right to participate with or join any other entity providing a similar program or create its own program under the PACE Statute. Section 5. Assessment by the Authority; County Collection Ministerial. The Parties hereto acknowledge and agree that the non -ad valorem assessments arising from a property owner's voluntary participation in the Program are imposed by the Authority and not the County. Additionally, the Parties agree that the County's collection and distribution of any non -ad valorem 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 PMA. 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. 2 Section 7. Program Guidelines: 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 197.3635, 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 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 from 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 PMA 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 Agreement, 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. 3 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. b. The County, participating municipalities, and the Authority 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 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 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. 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 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 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 terms of this PMA and the Ordinance. Section 13. Resale or Refinancing of a Property. 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 Agreement; Duration of Agreement; No Exclusivity. a. The term 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 5 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 termination 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. Notices. Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: County: Monroe County ATTN: County Administrator 1100 Simonton Street, Suite 205 Key West, Florida 33040 With a copy to: Monroe County ATTN: County Attorney 1111 12 Street, Suite 408 Key West, Florida 33040 Florida Green Finance Authority: Todd Wodraska Special District Services, Inc. 2501A Burns Road Palm 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, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto. Section 18. 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. Assignment. 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 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 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 termination 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) 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. 7 (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 from 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 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 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 intent 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 from 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: 8 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 (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 25. 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 $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 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.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 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 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 27. Effective Date. This PMA shall become effective upon the execution by the Parties hereto. 9 Section 28.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 29. Filing. This Interlocal Agreement shall be filed 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 automatically 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 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 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 Disputes or Disagreements. County and the Authority 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 35. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and the 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 tb 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 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. 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. 11 [signature page follows] 12 IN WITNESS WHEREOF, 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 By: 2:g111/114/ By: c6— S etary of the Authority Chair of the Authority Approved by Authority Attorney as to form and legal sufficiency Au I rity Attorney 13 IN WITNESS WHEREOF, the undersigned have caused this Non - Exclusive Interlocal Agreement to be duly executed and entered into as of the date first above written. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY (S W By. . r, Ar■ - David Rice, Mayor Attest: Approved as to form: V i nk A/MASI A 'L _ . 1 p Kevin Ma ok, Clerk and Comptroller Pedro J. Merca, •, Assistant County Attorne a w J CC C7 .. LI W = I-- CC .et pC = CC N L) =% L*J uJ CI 14.1 -I a' (.. I.• cizo `d [SIGNATURE PAGE TO MEMBERSHIP AGREEMENT] 14 EXHIBIT "A" INTERLOCAL AGREEMENT 15 SECOND AMENDED AND RESTATED INTERLOCAL 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 Town of Mangonia Park, Florida, a Florida municipal corporation, ( "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 units to enter into interlocal agreements for their mutual benefit; and 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 163.08, 170.01, and 170.201, F.S. and this Agreement, Lantana has created a "qualifying improvements" program entitled "RenewPACE"; and WHEREAS, Section 163.01(7), F.S., allows for the creation of a "separate legal or 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, any power, privilege or authority which such agencies 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 municipalities to exercise any power for municipal purposes, except when expressly prohibited by law, and Section 125.01 F.S. grants 1 counties the power to carry on county government to the extent not inconsistent with general or special law; and WHEREAS, Section 163.08, F.S., provides that property retrofitted with energy- related "qualifying improvements" receives a special benefit from reduced energy consumption, benefits from the reduced potential for wind damage and assists in the fulfillment of the state's energy and hurricane mitigation policies; and WHEREAS, Lantana and Mangonia Park together with the Additional Parties 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. Purpose. The purpose of this Agreement is to provide the most economic and efficient means of implementing a financing program for qualifying improvements on property owners' lands within the Authority's Service 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 163.01, 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 Authority /Consent 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 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 time -to -time 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. Definitions. a. "Additional Parties" includes all cities and counties who execute a Party Membership 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. "lnterlocal 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 Owner" 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. g. "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 163.01, 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 B and passage of a Resolution within that jurisdiction. h. "Qualifying Improvements" are as defined in Section 163.08,. 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 6. Representation on 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 this Agreement. 3 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 with notice provided, from time 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 assessments, or other legally authorized form of collection, on the benefitted properties within the Authority's Service Area and with securing the repayment of costs of qualifying improvements for those individual properties participating in the RenewPACE Program. Upon approval by the Authority of an application by a landowner desiring to benefit their property, those properties receiving financing for Qualifying Improvements shall be assessed from time to time, in accordance with the applicable law and/or financing documents. Notwithstanding a local government's 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 benefitted property. Section 9. Powers of the Authority. The 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; e. To employ agencies, employees, or consultants; f. To acquire, hold, lease or dispose of real or personal property; g. 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 of the 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, 4 duties, or purposes authorized by Section 163.08, F.S., and to accept funding from local and state agencies; 1. To exercise all powers necessary, convenient, incidental, or proper in connection with any of the powers, duties, or purposes authorized in Section 163.08, F. S.; m. To create and adopt any and all necessary operating procedures, policies, manuals or bylaws; n. To maintain insurance as the Authority deems appropriate; o. To apply for, request, receive and accept gifts, grants, or assistance funds from any lawful source to support any activity authorized under this Agreement; and p. To exercise any powers or duties necessary to address carbon or renewable energy credits, or any other similar commodity that may come into existence, for the public benefits of the program. Section 10. Authority Board. The Authority shall be governed by a seven (7) member 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 of each Originating Party plus five (5) additional Directors to be appointed by the governing bodies of Additional Parties that join the Authority pursuant to paragraph b.1) 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 of Appointment. To encourage broad geographical and diverse jurisdictional representation across the State, the Authority desires Directors 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 quorum 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: 1) 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 the extent practical, no more than three Directors from Parties located within the same water management district boundary should be seated to serve at the same time. 2) Population Diversity. 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 from a Party having a population of less than 20,000 residents. 5 3) City and County Representation. To the extent practical, the Board shall be comprised of Directors representing at least three (3) cities and representing at least three (3) counties. 4) Originating Party Directors At Large 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 become an "at- large" seat. The Board may include up to two (2) At Large Directors. When an at -large 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 factors that they believe to be relevant in order to achieve and/or maintain diversity on the Board. 5) Order of Appointment. As Additional Parties join the Authority, their governing body receives the right (but not the obligation) to appoint a Board member on a "first come -first served" basis, within the parameters of paragraphs b.1) through b.4) above. A Party who has a sitting Director may 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 of their Board Term, or after the Party is given the option of appointing a representative to the Board and chooses not to do so except for the Originating Party Directors as specified in paragraph b.4).. 6) Expertise 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 the parameters of paragraphs 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 shall 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. The Chair and Vice -Chair shall be elected from the current Board membership and all officer terms shall be set as one (1) year terms and shall commence on October of each year. The Board shall re- organize no later than September 30 for the subsequent fiscal year. e. 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: 1) To fix the time, and determine 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. 2) To make and pass policies, regulations, resolutions and orders not inconsistent with the Constitution of the United States or of the State of Florida, or the provisions of this Agreement, as may be necessary for the governance and management of the affairs of the Authority, for the execution of the powers, obligations and responsibilities vested in the Authority, and for carrying into effect 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 all 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 compensation 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 RenewPACE Program. 6) To select and employ 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. Resignation. Any Director may resign from service upon providing at least thirty (30) days written notice pursuant to Section 27 of this Agreement, to the Authority 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 7 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 immediately 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. g. Board Compensation; Expenses. Authority Board Directors, as representatives of the local government Parties to this Agreement, shall serve without compensation. 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 organizational meeting to appoint officers and perform 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 deems 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 for the conduct of its meetings, the fundamental principles of parliamentary procedure shall be relied upon for the orderly conduct of all Authority Board meetings. 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 majority of all Authority Board Directors shall constitute a quorum. 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 -Party Administrator and its subcontractors in accordance with the Administration Services Agreement attached as Exhibit 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 8 Authority's business and be delegated with the exercise of the powers of the Authority as provided in Section 163.01 and Section 163.08, F.S. The Authority may alse hire legal counsel to serve as its General Counsel. Section 14. Authorized Official. 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 163.08(8), F.S., with property owner(s) who obtain financing through the Authority. Section 15. Additional Parties. With the express goal of expanding to offer services to all Florida local governments, the Originating Parties to this Agreement support and encourage the participation of Additional Parties as contemplated herein. Section 16. Funding the Initial Program. Funding for the Authority shall initially be from grant funds 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 Authority as permitted by law. Section 17. Debts of the Authority are Not Obligations of any Parties. Pursuant to Section 163.01(7), F.S. the Authority may exercise all powers in connection with the authorization, issuance, and sale of bonds or other legally authorized mechanisms 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 program shall be deemed 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 pursuant to general law. The 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 Year. c. The Board may from time to time amend the Budget at any duly called regular or special meeting. Section 19. Reports. 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 I I F.S. Both quarterly and annual financial reports of the Authority shall be completed in accordance with generally accepted Government Auditing Standards by an independent certified public accountant. At a minimum, the quarterly and annual reports shall include a balance sheet, a statement of revenues, expenditures and changes in fund equity and combining statements prepared in accordance with generally accepted accounting principles. b. Operational reports: The Authority Board shall cause to be made at least once every year a comprehensive report of its operations including all matters relating to fees, costs, projects financed and status of all funds and accounts. c. Audits: The Authority shall be subject to, and shall cause to be conducted: (i) an independent financial audit and (ii) an independent performance audit performed in accordance with generally accepted accounting practices and as applicable by state law. d. Reports to be public records: All reports, as well as supporting documentation such as, but not limited to, construction, financial, correspondence. instructions, memoranda, bid estimate sheets, proposal documentation, back charge documentation, canceled checks, and other related records produced and maintained by the Authority, its employees and consultants shall be deemed public records pursuant to Chapter 119, F.S., and shall be made available for audit, review or copying by any person upon reasonable notice. Section 20. Bonds. The Authority Board is authorized to provide, from time to time, for the issuance of bonds, or other legally authorized form of finance, to pay all or part of the cost of qualifying improvements in accordance with law. Section 21. Schedule of Rates and Fees. a. Upon the creation of the Authority as set forth in this Agreement, the Authority Board shall establish a schedule of rates, fees 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 from establishing reserves for unanticipated expenses or for future projects in keeping with sound, prudent and reasonable operation of the Program within industry standards or from fulfilling any other requirements imposed by bond financings, other financial obligations or law. Nor shall this prevent the Authority from incurring costs such 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 RenewPACE 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 from time to time; provided however, that such rates, fees or charges 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 maintaining the RenewPACE Program. This shall include any required reserves 10 for such purposes, the principal of and interest on bonds, or other financing method, as the same shall become due, and to provide a margin of safety over and above the total amount of any such payments, and to comply fully with any covenants contained in the proceedings authorizing the issuance of any bonds or other obligations of the Authority. c. The rates, fees or other charges set pursuant to this section shall be just and equitable and uniform 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 manner with respect to the Participating Property Owner's geographical location within the Authority's Service Area. No rates, fees or charges shall be axed or subsequently amended under the foregoing provisions until after a public hearing at which all the potential participants in the Program, and other interested persons, shall have an 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 charges 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 163.08(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 fee, 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 thereon, 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 suit in equity 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 ( "TPA ") who shall be responsible for providing services to the Authority for the design, implementation and administration of the RenewPACE Program. The Originating Parties and all Additional Parties understand and acknowledge, and the Town of Lantana represents and warrants that, the procurement for the initial TPA was performed in accordance with its adopted procurement procedures. Pursuant to said procurement procedures, "EcoCity Partners, L3C" was hired as the TPA. The "Florida Green Energy Works Program Administration Services Agreement" between Lantana and EcoCity Partners, L3C is attached hereto as Exhibit 1 and is hereby incorporated by 11 reference. The initial Florida Green Energy Works Program Administration Services Agreement, as amended, was assigned by the Authority to Renewable Funding LLC on March 10, 2016.. Section 24. Term. This lnterlocal 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 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 lnterlocal Agreement upon thirty (30) 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, 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 25. Consent. The execution of this lnterlocal Agreement, as authorized by the government body of the Originating Parties and any Additional Party shall be considered the Parties' 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 from 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 immunities from liability; exemptions from laws, ordinances and 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 Originating 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 for the actions of officer or employees of the Authority or by any other action by the 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 limitation 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 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 Agreement any and all applicable insurance coverage required by Florida 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 immunity to which governmental entities are subject. It is expressly understood that this provision shall not be construed as a waiver of any right or defense 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 Federal Express), or certified U.S. mail, return receipt requested, addressed to the Party for whom it is intended, at the place specified. The Originating Parties designate the following as the respective places for notice purposes: Lantana: Town Manager Town of 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: R. Max Lohman, Esq. Mangonia Park: Town Manager Town of Mangonia Park 1755 East Tiffany Drive Mangonia Park, Florida 33407 With a Copy to: Corbett, White, Davis and Ashton, P.A. 1111 I iypoluxo Road, Suite 207 Lantana, FL 33462 Attn: Keith W. Davis, Esq. Section 28. Filing. It is agreed that this Interlocal Agreement shall be filed with the Clerk of the Circuit Court of Palm Beach County, as required by Section 163.01(11), 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. Section 30. Execution in Counterparts. This Interlocal Agreement may be executed in counterparts which shall be in original form all of which, collectively, shall comprise the entire Interlocal Agreement. 13 II Section 31. Merger. 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 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. It is further agreed that no change, amendment, alteration or modification in the ternis and conditions contained in this Interlocal Agreement shall be effective unless contained in a written document that is ratified or approved by at least seventy -five (75 %) of the Parties to this Interlocal Agreement, which ratification or approval shall be expressed in writing by such Party and delivered to the Authority in a form upon which the Authority can rely, and the Authority has made a finding to that effect in the manner specified in Section 12 of this Interlocal Agreement. Section 32. Assignment. The respective obligations of the Parties set forth in this Interlocal Agreement shall not be assigned, in whole or in part, without the written consent of the other Parties hereto. Section 33. Records. The Parties shall each maintain their own respective records and documents associated with this Interlocal Agreement in accordance with the requirements for 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 federal and state laws and regulations and all applicable county and municipal ordinances and regulations. Section 35. Governing Law and Venue. This Interloca! 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 Palm Beach County, Florida. Section 36. Severability. In the event a portion of this Interlocal Agreement is found by a court of competent jurisdiction to he invalid, the remaining provisions shall continue to be effective to the extent possible. Section 37. Effective Date and Joinder by Authority. 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 join this Interlocal Agreement and that the Authority shall thereafter be deemed a Party to this Interlocal Agreement. Section 38. No Third Party Rights. No provision in this Agreement shall provide to any person that is not a party to this Agreement 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 Palm Beach County, as may be amended, which is authorized and empowered to review past, present and proposed county or municipal 14 contracts, transactions, accounts and records. The Inspector General has the power to subpoena witnesses, administer oaths and require the production of records, and audit, investigate, monitor, and inspect the activities of Palm Beach County, its officers, agents, employees, and lobbyists, as well as the activities of all municipalities in the county, and their officers, agents, employees, and lobbyists, in order to ensure compliance with contract requirements and detect corruption and fraud. Failure to cooperate with the Inspector General or interference or impeding any investigation shall be in violation of Chapter 2, Article XIII of the Palm Beach County Code of Ordinances. [Remainder of page intentionally left blank.] 15 IN WITNESS WHEREOF, the O4inating Parties hereto have made and executed this lnterlocal Agreement on this C day of NI , 2016. N C2 F 1 ATTEST: � \ -- + wn of Lantana, a municipal • �, •I'''• op (.oration of the State of Florida , / a: �i, // j" ----- BY: t kii., . ' j / Z — . own Clerk 0, "t s :, _\`� Town Manager (Affix Town Seal) i Approved by To Attorney as to form and legal sufficiency �� ,-,-- Town Atto e , ATTEST: Town of Mangonia Par. , a municipal corporation of the S e of Florida n 1 BY: 1 -._... _ BY: A Town C - rk _ • -r (Afti -al) Approved by Town Attorney as to form and legal sufficiency =� Town Attorne 16 MEMORANDUM ` OFFICE OF THE COUNTY ATTORNEY 1111 12 Street, Suite 408, Key West, FL 33040 Phone (305) 292 - 3470 /Fax (305) 292 -3516 TO: Pam Hancock Executive Aide to the Clerk FROM: Abra Campo Executive Ad strator DATE: June 4, 2018 SUBJECT: . BOCC Meeting 04/19/18; Approved Agenda Item 08 (3617) 0. COUNTY ADMINISTRATOR — Page 11 08 Authorize entering into a Property Assessment Clean Energy (PACE) Agreement with Florida Green Finance Authority at $0 cost to the County. Enclosed: Two (2) originally executed and stamped original Agreements for execution by the Mayor, processing in BOCC records and distribution. *Also enclosed is One (1) original Indemnification Agreement between Renewal Financial Group LLC, as Administrator of the Florida Green Finance Authority, and Monroe County to be filed with the Florida Green Finance Authority PACE Agreement. Per Pedro Mercado the Indemnification does not need to be placed on the agenda for Board approval. INDEMNIFICATION AGREEMENT BETWEEN RENEW FINANCIAL GROUP LLC, AS ADMINISTRATOR OF THE FLORIDA GREEN FINANCE AUTHORITY, AND MONROE COUNTY, FLORIDA � This Indemnification Agreement (the "Agreement ") is entered into on pri1 2018 by and between Renew Financial Group LLC, a Delaware limited liability company ( "Renew Financial"), as the administrator of the Florida Green Finance Authority ( "FGFA ") Property Assessed Clean Energy ( "PACE ") program, and Monroe County, a political subdivision of the State of Florida ( "County ") (collectively, the "Parties "). WHEREAS, the County and the FGFA have proposed to enter into an Interlocal Agreement ( "Interlocal Agreement ") to authorize the FGFA to operate in the County pursuant to the Monroe County PACE Program Ordinance for the purposes of providing a PACE program; and WHEREAS, Renew Financial is the third party administrator for the FGFA and Renew Financial would be operating the PACE program on behalf of the FGFA within the County; and WHEREAS, Renew Financial has agreed to provide the County with a separate indemnification agreement for the benefit of the County, 1. The foregoing recitals are true and correct and incorporated into this Agreement. 2. Renew Financial shall indemnify and hold harmless the County and the County's elected and appointed officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the County and the County's elected and appointed officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of action or proceedings of any kind or nature arising out of, relating to or resulting from the performance of the Interlocal Agreement by Renew Financial or its employees, agents, servants, partners, principals, administrators, subcontractors, or agents. Renew Financial shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. Renew Financial expressly understands and agrees that any insurance protection shall in no way limit the responsibility to indemnify, keep and save harmless and defend the County and the County's elected and appointed officers, employees, agents and instrumentalities as herein provided. 3. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. The parties agree that the exclusive venue for any lawsuit arising from, related to, or in conjunction with this Agreement shall be in the state courts in and for Monroe County, Florida, the United States District Court for the Southern District of Florida or United States Bankruptcy Court for the Southern District of Florida, as appropriate. IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement on this $ day ofInz, , 2018. APPROVED AS TO FORM MONROE COUNTY, FLORIDA AND GAL SU e CI NC By By: 7(7 Assistant Co Attorney County Administrator or Designee Date For the Board of County Commissioners •r � Monroe County, Florida ` 3 s x MI/1/4/.°°°".": "lre . )1011 •La: CLERK Attest: By: Deputy Clerk t 4 1 I Date RENEW FINANCIAL GROUP LLC, A DELAWARE LIMITED LIABILITY COMPANY ' 1221 Broadway, 4th Floor cc 'v- Oakland, CA 94612 ° , . re Ce- cC : v t a ;;mo a 2 o By: / —C. April 10, 201 err ' C Date co p z Name: Kirk Inglis Title: Chief Financial Officer AC� ® DATE (MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 6/7/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Woodruff- Sawyer & Co. PHONE FAX 50 California Street, Floor 12 INC, No. Exth 415 - 391 - 2141 tax, No): 989 - 9923 San Francisco CA 94111 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Continental Insurance Company 35289 INSURED RENEFIN - 01 INSURER B : XL Specialty Insurance Company 37885 Renew Financial Holdings, Inc. 1221 Broadway, 4th FL INSURERC: Westem World Insurance Company 13196 Oakland CA 94612 INSURER D: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 282775673 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR T YPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) IMM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY 8050389374 10/26/2017 10262018 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED 1 CLAIMS -MADE FTI OCCUR PREMISES Ea occurrence) $1,000,000 MED EXP (Any one person) $15,000 PERSONAL 8 ADV INJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE _ $ 2,000,000 POLICY PRO- LOC PRODUCTS - COMP /OP AGG $ 2,000,000 JECT OTHER: $ A AUTOMOBILEUABIUTY 6050389360 10/26/2017 10262018 COMBINED SINGLE LIMIT $100000 (Ea accident) — ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS X HIRED X NON -OWNED PROPERTY DAMAGE $ AUTOS ONLY ^ AUTOS ONLY (Per accident) A X UMBRELLA LIAB X OCCUR 6050389388 10126/2017 10262018 EACH OCCURRENCE $15,000,000 EXCESS LIAR CLAIMS -MADE AGGREGATE $ DED X RETENTION$ 10 _ $ A WORKERS COMPENSATION 6050389391 10/282017 10262018 STATUTE ER A AND EMPLOYERS' LIABILITY Y / N 6050389407 10/262017 10/26/2018 ANYPROPRIETOR /PARTNER/EXECUTIVE E.L. EACH ACCIDENT $1,000,000 OFFICER /MEMBER EXCLUDED? NIA (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $1,000,000 If yes, describe under DESC RIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Professional Liability ELU15255217 10/26/2017 10/262018 5,000,000 Aggregate Retention: 250,000 C Professional Liability Excess FIP0000107 10/26/2017 10262018 5,000,000 Aggregate DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Monroe County BOCC is included as additional insured with regards to general liability and auto liability per the attac ed forms. • V s BY RI A MEAT _ BY I n 4 AV DA / - / WAIVER W . YES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC 1100 Simonton Street, Suite 2 -205 AUTHORIZED REPRESENTATIVE Key West FL 33040 .L /J\ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CNA Business Auto Endorsement Declaration POLICY NUMBER COVERAGE PROVIDED BY FROM - POLICY PERIOD - TO C 6050389360 The Continental Insurance Co. 10/26/2017 10/26/2018 333 S. WABASH CHICAGO, IL. 60604 INSURED NAME AND ADDRESS RENEW FINANCIAL HOLDINGS INC. 1221 BROADWAY FL 4 OAKLAND, CA 94612 -1837 AGENCY NUMBER AGENCY NAME AND ADDRESS 039586 WOODRUFF - SAWYER & CO. 50 CALIFORNIA ST., 12TH FLOOR SAN FRANCISCO, CA 94111 Phone Number: (415)391 -2141 BRANCH NUMBER BRANCH NAME AND ADDRESS 250 SAN FRANCISCO 555 MISSION ST., STE 200 SAN FRANCISCO, CA 94105 Phone Number: (415)932 -7500 This endorsement changes your policy. Please read it carefully. This endorsement results in no change in premium. Audit Period is Not Auditable MIMM EEE INSURED Page 1 of 3 POLICY NUMBER INSURED NAME AND ADDRESS C 6050389360 RENEW FINANCIAL HOLDINGS INC. 1221 BROADWAY FL 4 OAKLAND, CA 94612 -1837 The following coverage(s) have been added effective 12/01/2017. MISCELLANEOUS COVERAGES COVERAGE DEDUCTIBLE LIMIT PREMIUM WaiverofSubrogation Waiver Of Subrogation None INSURED Page 2 of 3 POLICY NUMBER INSURED NAME AND ADDRESS C 6050389360 RENEW FINANCIAL HOLDINGS INC. 1221 BROADWAY FL 4 OAKLAND, CA 94612 -1837 FORMS AND ENDORSEMENTS SCHEDULE The following forms have been added to this policy. FORM NUMBER FORM TITLE G56015B 11/1991 ENDORSEMENT EFFECTIVE 12/01/2017 G56015B 11/1991 ENDORSEMENT EFFECTIVE 12/01/2017 CA0143 10/2013 California Changes CA0444 10/2013 Waiver of Transfer Rights of Recovery CA2048 10/2013 Designated Insured CNA71527XX 10/2012 Additional Insured - Primary and Non - Contributory mmm EU- Countersignature EEE SEE EEE Secretary Chairman of the Board P- 55748 -B (Ed. 12/90) INSURED Page 3 of 3 POLICY NUMBER INSURED NAME AND ADDRESS C 6050389360 RENEW FINANCIAL HOLDINGS INC. 1221 BROADWAY FL 4 OAKLAND, CA 94612 -1837 POLICY CHANGES ENDORSEMENT EFFECTIVE 12/01/2017 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. The following Form(s) has (have) been added: Form #:CNA71527XX Title: ADDITIONAL INSURED- PRIMARY AND NON - CONTRIBUTORY RE: ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT TO NAME AS AN ADDITIONAL INSURED Form #: Title: RE: C v J. Chairman of the Board secretary tary G- 56015 -B (ED. 11/91) POLICY NUMBER INSURED NAME AND ADDRESS C 6050389360 RENEW FINANCIAL HOLDINGS INC. 1221 BROADWAY FL 4 OAKLAND, CA 94612 -1837 POLICY CHANGES ENDORSEMENT EFFECTIVE 12/01/2017 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED BLANKET ANY PERSON OR ORGANIZATION THAT THE NAMED INSURED IS OBLIGATED TO PROVIDE INSURANCE WHERE REQUIRED BY A WRITTEN CONTRACT OR AGREEMENT IS AN INSURED, BUT ONLY WITH RESPECT TO LEGAL RESPONSIBILITY FOR ACTS OR OMISSIONS OF A PERSON OR ORGANIZATION FOR WHOM LIABILITY COVERAGE IS AFFORDED UNDER THIS POLICY. Chairman of the Board Secretary G- 56015 -B (ED. 11/91) COMMERCIAL AUTO CA 01 43 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES For a covered "auto" licensed or principally garaged in, or "auto dealer operations" conducted in, California, this endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The term "spouse" is replaced by the following: b. The other provides coverage to a person not Spouse or registered domestic partner under engaged in that business; and California law. c. At the time of an "accident ", an "insured" B. The following are added to the Other Insurance under the Coverage Form described in Condition in the Auto Dealers and Business Auto Paragraph 2.a. is operating an "auto" owned Coverage Forms and the Other Insurance — by a person described in Paragraph 2.b., then Primary And Excess Insurance Provisions the Coverage Form issued to the business Condition in the Motor Carrier Coverage Form and described in Paragraph 2.a. is primary and the supersede any provisions to the contrary: liability coverage issued to a person described in Paragraph 2.b. is excess over any 1. When this Coverage Form and any other coverage available to the business. Coverage Form or policy providing liability coverage apply to an "auto" and 3. When this Coverage Form and any other Coverage Form or policy providing liability a. One provides coverage to a Named Insured coverage apply to a "commercial vehicle" and: engaged in the business of selling, repairing, a. One provides coverage to a Named Insured, servicing, delivering, testing or road - testing "autos "; and who in the course of business, rents or leases "commercial vehicles" without operators; and b. The other provides coverage to a person not b. The other provides coverage to a person engaged in that business; and other than as described in Paragraph 3.a.; c. At the time of an "accident ", a person and described in Paragraph 1.b. is operating an "auto" owned by the business described in c. At the time of an "accident ", a person who is Paragraph 1.a., then that person's liability not the Named Insured of the policy described coverage is primary and the Coverage Form in Paragraph 3.a., and who is not the agent or issued to a business described in Paragraph "employee" of such Named Insured, is 1.a. is excess over any coverage available to operating a "commercial vehicle" provided by that person. the business covered by the Coverage Form or policy described in Paragraph 3.a., then the 2. When this Coverage Form and any other liability coverage provided by the Coverage Coverage Form or policy providing liability Form or policy described in Paragraph 3.b. is coverage apply to an "auto" and: primary, and the liability coverage provided by a. One provides coverage to a Named Insured the Coverage Form or policy described in engaged in the business of selling, repairing, Paragraph 3.a. is excess over any coverage servicing, delivering, testing or road - testing available to that person. "autos "; and CA 01 43 10 13 Copyright, Insurance Services Office, Inc., 2012 Page 1 of 2 4. Notwithstanding Paragraph B.3., when this C. As used in this endorsement: Coverage Form and any other Coverage Form or "Commercial vehicle" means an "auto" subject to policy providing liability coverage apply to a registration or identification under California law power unit and any connected "trailer" or "trailers" which is: and: 1. Used or maintained for the transportation of a. One provides coverage to a Named Insured persons for hire, compensation or profit; engaged in the business of transporting property by "auto" for hire; and 2. Designed, used or maintained primarily for the b. The other provides coverage to a Named transportation of property; or Insured not engaged in that business; and 3. Leased for a period of six months or more. c. At the time of an "accident ", a power unit is being operated by a person insured under the Coverage Form or policy described in Paragraph 4.a., then that Coverage Form or policy is primary for both the power unit and any connected "trailer" or "trailers" and the Coverage Form or policy described in Paragraph 4.b. is excess over any other coverage available to such power unit and attached "trailer" or "trailers ". Page 2 of 2 Copyright, Insurance Services Office, Inc., 2012 CA 01 43 10 13 • POLICY NUMBER: COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: RENEW FINANCIAL HOLDINGS INC. Endorsement Effective Date: 12/01/2017 SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: RENEW FINANCIAL HOLDINGS INC. Endorsement Effective Date: 12/01/2017 SCHEDULE Name Of Person(s) Or Organization(s): SEE ENDORSEMENT 0 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an Autos Liability Coverage in the Business Auto and Motor "insured" for Covered Autos Liability Coverage, but only Carrier Coverage Forms and Paragraph D.2. of Section to the extent that person or organization qualifies as an — Covered Autos Coverages of the Auto Dealers "insured" under the Who Is An Insured provision Coverage Form. contained in Paragraph A.1. of Section 11 — Covered CA 20 48 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 CNA CN (Ed. 10/12) X ADDITIONAL INSURED - PRIMARY AND NON - CONTRIBUTORY It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Persons Or Organizations ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT TO NAME AS AN ADDITIONAL INSURED 1. In conformance with paragraph A.1.c. of Who Is An Insured of Section II — LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2. The insurance afforded to the additional insured under this policy will apply on a primary and non - contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy. All other terms and conditions of the Policy remain unchanged. IMMEMIN smolg 0 O CNA71527XX (10/12) Policy No: Page 1 of 1 Endorsement No: Effective Date: 12/01/2017 Insured Name: RENEW FINANCIAL HOLDINGS INC. Copyright CNA All Rights Reserved. Nr 0 0 0 m m m 0 0 u 0 8 8 0 0 MINIM ■ 0 END OF COPY CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non - Contributory To Additional Insured's Insurance 3. Bodily Injury — Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury — Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership /Limited Liability Companies 11. Legal Liability — Damage To Premises 12. Medical Payments 13. Non -owned Aircraft Coverage 14. Non -owned Watercraft 15. Personal And Advertising Injury — Discrimination or Humiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Unintentional Failure To Disclose Hazards 20. Waiver of Subrogation — Blanket CNA75102XX (1 -15) Policy No: 6050389374 Page 1 of 14 Endorsement No: 3 The Continental Insurance Co. Effective Date: 10/26/2017 Insured Name: RENEW FINANCIAL HOLDINGS INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co -owner of Insured Premises A co -owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co- owner's liability for bodily injury, property damage or personal and advertising injury as co -owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA75102XX (1 -15) Policy No: 6050389374 Page 2 of 14 Endorsement No: 3 The Continental Insurance Co. Effective Date: 10/26/2017 Insured Name: RENEW FINANCIAL HOLDINGS INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases and but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or = b. Bodily injury or property damage included within the products - completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA75102XX (1 -15) Policy No: 6050389374 Page 3 of 14 Endorsement No: 3 The Continental Insurance Co. Effective Date: 10/26/2017 Insured Name: RENEW FINANCIAL HOLDINGS INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services office, Inc.. with its permission CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products- completed operations hazard J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. CNA75102XX (1 -15) Policy No: 6050389374 Page 4 of 14 Endorsement No: 3 The Continental Insurance Co. Effective Date: 10/26/2017 Insured Name: RENEW FINANCIAL HOLDINGS INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its perrnsslon. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part, b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products - completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. for bodily injury, property damage, or personal and advertising injury arising out of the rendering or failure to render any professional service; 2. for bodily injury or property damage included within the products - completed operations hazard, nor 3. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part , 2. ADDITIONAL INSURED - PRIMARY AND NON - CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insureds own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY — EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE = The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, ggg offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a CNA75102XX (1 -15) Policy No: 6050389374 Page 5 of 14 Endorsement No: 3 The Continental Insurance Co. Effective Date: 10/26/2017 Insured Name: RENEW FINANCIAL HOLDINGS INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which the First Named Insured has management control directly or indirectly: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of: the Board of Directors of a corporation; the management committee members of a joint venture; the management board of a limited liability company; the general partners of a limited partnership; or the partnership managers of a general partnership. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing- business -as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership CNA75102XX (1 -15) Policy No: 6050389374 Page 6 of 14 Endorsement No: 3 The Continental Insurance Co. Effective Date: 10/26/2017 Insured Name: RENEW FINANCIAL HOLDINGS INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY - EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A - Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident A. Under COVERAGES, Coverage A - Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence, and B. Under COVERAGES, Coverage A - Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: CNA75102XX (1 - 15) Policy No: 6050389374 Page 7 of 14 Endorsement No: 3 The Continental Insurance Co. Effective Date: 10/26/2017 Insured Name: RENEW FINANCIAL HOLDINGS INC . Copyright CNA All Rights Reserved, Includes copyrighted material of Insurance Services Office, Inc., wan its permission CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist, 1 Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence: CNA75102XX (1 -15) Policy No: 6050389374 Page 8 of 14 Endorsement No: 3 The Continental Insurance Co. Effective Date: 10/26/2017 Insured Name: RENEW FINANCIAL HOLDINGS INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement iii. amend the definition of Insured to: a. add the following: • a Named Insured's employees are Insureds with respect to: (1) bodily injury to a co- employee while in the course of the co- employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co- volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company in which a Named Insured's interest does /did not rise to the level of management control, except that if the Named Insured was a joint venturer, partner, or member of such an entity, and such entity terminated prior to or during the policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that. a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. CNA75102XX (1 -15) Policy No: 6050389374 Page 9 of 14 Endorsement No: 3 The Continental Insurance Co. Effective Date: 10/26/2017 Insured Name: RENEW FINANCIAL HOLDINGS INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement 11. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replaced it with the following. Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $1,000,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. CNA75102XX (1 -15) Policy No: 6050389374 Page 10 of 14 Endorsement No: 3 The Continental Insurance Co. Effective Date: 10/26 /2017 Insured Name: RENEW FINANCIAL HOLDINGS INC . Copyright CNA All Rights Reserved. Includes copyrighted material 01 Insurance Services Office, Inc ., with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY -- DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 7. 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured CNA75102XX (1 -15) Policy No: 6050389374 Page 11 of 14 Endorsement No: 3 The Continental Insurance Co. Effective Date: 10/26/2017 Insured Name: RENEW FINANCIAL HOLDINGS INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc.. with its permission CNA 1 CNA PARAMOUNT Financial Services - General Liability Extension Endorsement 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY — DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1. ADDITIONAL INSUREDS of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages. (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. CNA75102XX (1 -15) Policy No: 6050389374 Page 12 of 14 Endorsement No: 3 The Continental Insurance Co. Effective Date: 10/26/2017 Insured Name: RENEW FINANCIAL HOLDINGS INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc .. with its permission. • CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2Xb) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B — Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE — ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 20. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products - completed operations hazard, CNA75102XX (1 -15) Policy No: 6050389374 Page 13 of 14 Endorsement No: 3 The Continental Insurance Co. Effective Date: 10/26/2017 Insured Name: RENEW FINANCIAL HOLDINGS INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers. takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75102XX (1 -15) Policy No: 6050389374 Page 14 of 14 Endorsement No: 3 The Continental Insurance Co. Effective Date: 10/26/2017 Insured Name: RENEW FINANCIAL HOLDINGS INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.