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Resolution 131-2018 RESOLUTION NO. - 131 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, CREATING A PROPERTY ASSESSED CLEAN ENERGY (PACE) PROGRAM WITHIN MONROE COUNTY BY PARTICIPATING IN THE PACE PROGRAMS OF THE FLORIDA GREEN FINANCE AUTHORITY, THE FLORIDA PACE FUNDING AGENCY, THE GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY (PACE) DISTRICT, AND THE FLORIDA RESILIENCY AND ENERGY DISTRICT TO PROVIDE A MECHANISM FOR THE VOLUNTARY FINANCING OF ENERGY CONSERVATION AND EFFICIENCY IMPROVEMENTS, RENEWABLE ENERGY IMPROVEMENTS, AND WIND RESISTANCE IMPROVEMENTS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A NON - EXCLUSIVE PARTY MEMBERSHIP AGREEMENT WITH THE FLORIDA GREEN FINANCE AUTHORITY, A NON - EXCLUSIVE INTERLOCAL AGREEMENT WITH THE FLORIDA PACE FUNDING AGENCY, A NON - EXCLUSIVE MEMBERSHIP AGREEMENT WITH THE GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY (PACE) DISTRICT, AND A NON - EXCLUSIVE LIMITED PURPOSE PARTY MEMBERSHIP AGREEMENT WITH THE FLORIDA RESILIENCY AND ENERGY DISTRICT, PURSUANT TO WHICH SUCH ENTITIES OR THEIR ADMINISTRATORS WILL ADMINISTER THEIR RESPECTIVE VOLUNTARY PACE FINANCING PROGRAM FOR SUCH IMPROVEMENTS WITHIN ALL MONROE COUNTY; AUTHORIZING AND DIRECTING COUNTY OFFICIALS, OFFICERS, AND EMPLOYEES TO TAKE SUCH ACTIONS AS MAY BE NECESSARY OR DESIRABLE IN FURTHERANCE OF THE PURPOSES OF THIS RESOLUTION; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE. WHEREAS, Section 163.08, Florida Statutes (the "Act "), authorizes counties, municipalities and separate local government entities to establish and administer financing programs pursuant to which owners of real property may obtain funding for energy conservation and efficiency, renewable energy and wind resistance improvements (referred to in the Act as "Qualifying Improvements "), and repay such funding through voluntary special assessments, non -ad valorem assessments ( "Special Assessments "), levied upon the improved property pursuant to financing agreements between the owner thereof and the local government (collectively, "PACE Program "); and WHEREAS, pursuant to the Act, local governments may enter into a partnership with other local governments for the purpose of providing and financing Qualifying Improvements, and a PACE Program may be administered by a third party at the discretion of the local government; and WHEREAS, installing Qualifying Improvements on existing structures can reduce the burdens resulting from fossil fuel energy production, including greenhouse gas reductions; and 1 WHEREAS, increased energy conservation, and installing wind resistance improvements on existing structures can reduce repair and insurance costs, and the burdens placed on surrounding properties resulting from high wind storms and hurricanes; and WHEREAS, the Florida Green Finance Authority, the Florida PACE Funding Agency, the Green Corridor Property Assessment Clean Energy (PACE) District, and the Florida Resiliency and Energy District are currently four separate legal entities (PACE providers) within the State of Florida which were established by separate interlocal agreements for the express purpose of providing a scalable and uniform platform to facilitate the financing of Qualifying Improvements to local governments throughout Florida; and WHEREAS, the PACE providers undertake all such acts as are necessary to provide a uniform and scalable statewide platform in Florida, so that, when authorized by individual local governments, the PACE providers can facilitate the provision, funding and financing of energy conservation, renewable energy, and wind - resistance improvement to Florida properties; and WHEREAS, since each of the PACE providers has provided evidence to Monroe County (the "County ") that each of the respective PACE Programs has created open public governance and oversight and qualified third -party administration, each of the PACE providers can commence their respective PACE Program in all areas of Monroe County for the benefit of the residents thereof; and WHEREAS, the availability of the voluntary, non - exclusive PACE Programs offered by each of the PACE providers (without cost to, assumption of liability by, or demand upon the credit of the County) and the voluntary participation in such PACE Programs by property owners will provide an alternative financing option to finance and repay the costs to provide and install Qualifying Improvements to property owners in all areas of Monroe County; and WHEREAS, the Board of County Commissioners (the `Board ") finds that local needs and conditions reasonably warrant the establishment of each of the PACE providers non - exclusive PACE Programs within all areas of Monroe County as a direct and immediate means to non - exclusively implement Section 163.08, Florida Statutes; and WHEREAS, each of the referenced agreements provides non - exclusive means to achieve the compelling State interests and public purposes described in the Act; and WHEREAS, the Board deems it to be in the best interest of the citizens and residents of Monroe County to authorize the appropriate County officials to execute, each of the referenced agreements, in substantially the forms attached hereto, to provide a non - exclusive means to implement Section 163.08, Florida Statutes; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, THAT: SECTION 1. RECITALS. The recitals set forth above are adopted by the Board as the findings of the County and are incorporated herein. 2 SECTION 2. NON - EXCLUSIVE PARTY MEMBERSHIP AGREEMENT WITH THE FLORIDA GREEN FINANCE AUTHORITY. The non - exclusive Party Membership Agreement between the County and the Florida Green Finance Authority (the "Party Membership Agreement "), in substantially the form attached hereto as Exhibit A -1, and incorporated herein, is approved. The Mayor is hereby authorized and directed to execute the Party Membership Agreement on behalf of the County. A copy of the Interlocal Agreement between the Florida Green Finance Authority, the Town of Lantana and the Town of Mangonia Park, the First Amended and Restated Interlocal Agreement forming the Florida Green Finance Authority, and the Second Amended and Restated Interlocal Agreement forming the Florida Green Finance Authority are also attached hereto and incorporated herein as Exhibit A -2. SECTION 3. NON - EXCLUSIVE INTERLOCAL AGREEMENT RELATING TO THE FUNDING AND FINANCING OF QUALIFYING IMPROVEMENTS BY THE FLORIDA PACE FUNDING AGENCY. The Non - Exclusive Interlocal Agreement Relating to the Funding and Financing of Qualifying Improvements between the County and the Florida PACE Funding Agency (the "Non- Exclusive Interlocal Agreement "), in substantially the form attached hereto as Exhibit B -1, and incorporated herein, is approved. The Mayor is hereby authorized and directed to execute the Non - Exclusive Interlocal Agreement on behalf of the County. A copy of the Amended and Restated Interlocal Agreement Relating to the Establishment of the Florida PACE Funding Agency is also attached hereto and incorporated herein as Exhibit B -2. SECTION 4. NON - EXCLUSIVE MEMBERSHIP AGREEMENT WITH THE GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY (PACE) DISTRICT. The non - exclusive Membership Agreement between the County and the Green Corridor Property Assessment Clean Energy (PACE) District (the "Membership Agreement "), in substantially the form attached hereto as Exhibit C -1 and incorporated herein, is approved. The Mayor is hereby authorized and directed to execute the Membership Agreement on behalf of the County. A copy of the Amended and Restated Interlocal Agreement between the Town of Cutler Bay, Village of Palmetto Bay, Village of Pinecrest, City of South Miami, Miami Shores Village, City of Coral Gables and City of Miami is also attached hereto and incorporated herein as Exhibit C -2. SECTION 5. NON - EXCLUSIVE LIMITED PURPOSE PARTY MEMBERSHIP AGREEMENT WITH FLORIDA RESILIENCY AND ENERGY DISTRICT. The non- exclusive Limited Purpose Party Membership Agreement between the County and the Florida Resiliency and Energy District (the "Limited Purpose Party Membership Agreement "), in substantially the form attached hereto as Exhibit D -1, and incorporated herein, is approved. The Mayor is hereby authorized and directed to execute the Limited Purpose Party Membership Agreement on behalf of the County. A copy of the Interlocal Agreement Relating to the Creation of the Florida Resiliency and Energy District and the Amended and Restated Agreement Relating to the Creation of the Florida Resiliency and Energy District is also attached hereto and incorporated herein as Exhibit D -2. SECTION 6. PROGRAM BOUNDARIES. The provisions of this Resolution shall include the legal boundaries of Monroe County, Florida, including municipalities and unincorporated areas, unless in conflict with or repealed by a municipal ordinance. The intention of the County Commission being to allow for multiple non - exclusive service opportunities to interested 3 private property owners, so that all property owners have a wide variety of competitive choices from qualified local governments. Nothing in this resolution shall be construed as excluding any municipality from creating an additional, separate or standalone program at any time. SECTION 7. AUTHORIZATIONS. The Mayor, the County Administrator of the County, the Clerk of the Circuit Court, and such other officers and employees of the County as may be designated by the County Administrator, are authorized and directed, collectively or individually, to take such actions and execute and deliver such other documents as may be necessary or desirable, and which are specifically authorized by or are not inconsistent with the terms of this Resolution or the agreements herein approved, in furtherance of the purposes set forth in this Resolution. SECTION 8. SEVERABILITY. If any one or more of the provisions of this Resolution shall for any reason be held illegal or invalid, such illegality or invalidity shall not affect any other provision contained herein. SECTION 9. EFFECTIVE DATE. This Resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 19th day of April, AD 2018. 3 Mayor David Rice Yes i ° • _ Mayor Pro Tem Sylvia Murphy Yes =I- 1,1 rn Commissioner Danny Kolhage Yes c-3=! !NJ - n cp Commissioner George Neugent Yes ac, . ° `' Commissioner Heather Carruthers Yes °272:' " c) 04014YrIca _< `- o a 4 -'7'. °' BOARD OF COUNTY COMMISSIONERS OF MONROE CO NTY, FLORIDA • t. _: Vi i ='';- . `S' q-- ' By: Mayor /C rman a . (Seal) Attest: KEVIN MADOK, Clerk By: • I I A M it1L 1 1 • ROE T Depu I Clerk • EO COU M R P • °rJ. MERCADO ASSIST .I 4 e - -- • - - - 1:: J ,, / v 4 EXHIBIT A -1 Florida Green Finance Authority Party Membership Agreement A-1 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 EXHIBIT A -2 Interlocal Agreement between the Florida Green Finance Authority, the Town of Lantana and the Town of Mangonia Park, the First Amended and Restated Interlocal Agreement forming the Florida Green Finance Authority and the Second Amended and Restated Interlocal Agreement forming the Florida Green Finance Authority A -2 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 EXHIBIT B -1 Florida PACE Funding Agency Non - Exclusive Membership Agreement Relating to the Funding and Financing of Qualifying Improvements B -1 NON - EXCLUSIVE INTERLOCAL AGREEMENT RELATING TO THE FUNDING AND FINANCING OF QUALIFYING IMPROVEMENTS BY THE FLORIDA PACE FUNDING AGENCY This non - exclusive Interlocal Agreement is made and entered into as of Anrd 1 2018 ( "Interlocal Agreement "), by and between Monroe County, Florida, ( "Co ty"), and the Florida PACE Funding Agency, a separate legal entity and public body and unit of local government, established pursuant to Section 163.01(7), Florida Statutes, ( "Agency "), by and through their respective governing bodies. The purpose of this Agreement is to better secure, in an efficient and uniform manner, for local property owners (as hereinafter defined) the privileges and benefits provided for herein and by law, and particularly by Section 163.08, Florida Statutes, as amended ( "PACE Statute "), relating to the voluntary determination by affected property owners to obtain and finance certain improvements to property for energy efficiency, renewable energy or wind resistance. 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 special assessment process as the repayment mechanism, commonly known as Property Assessed Clean Energy ( "PACE "); and WHEREAS, the City of Kissimmee and Flagler County entered into an Interlocal Agreement ( "Interlocal Agreement "), establishing the Florida Pace Funding Agency 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 Monroe County Property Assessed Clean Energy Ordinance (PACE) ( "Ordinance "), and provided for certain consumer protections and requirements for PACE Providers; and WHEREAS, the County is concurrently adopting a Resolution authorizing the Agency 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 1 WHEREAS, the Parties have determined that entering into this Interlocal Agreement is in the best interest and welfare of the property owners within the County. NOW, THEREFORE, in consideration of the terms and conditions, promises and covenants hereinafter set forth, the Parties agree as follows: ARTICLE I DEFINITIONS AND CONSTRUCTION SECTION 1.01. DEFINITIONS. As used in this Agreement, the following terms shall have the meanings as defined unless the context requires otherwise: "Agency" shall mean the Florida PACE Funding Agency, a separate legal entity and public body and unit of local government, and also characterized as a special purpose local government. "Agency Charter Agreement" or "Charter" shall mean, unless the context otherwise requires, the separate interlocal agreement which created and established the Agency, including any amendments, supplements or restatements thereto executed and delivered in accordance with the terms thereof. "Agency's Program" shall mean the activities of the Agency to provide financing for qualifying improvements undertaken within this State. "Board of Directors" shall mean the governing body of the Agency. "County" shall mean Monroe County, a political subdivision of the State of Florida. "Financing Agreement" shall mean the financing agreement or the summary memorandum of such agreement the property owner signs establishing terms and conditions for the financing of qualifying improvements which is required to be recorded in the public records pursuant to the PACE Statute. "Financing Documents" shall mean the resolution or resolutions duly adopted by the Agency, as well as any indenture of trust, trust agreement, interlocal agreement or other instrument relating to the issuance or security of any bond or obligations of the Agency and any agreement, pursuant to which the property owners obtain access to funds provided by the Agency. "Interlocal Agreement" shall mean this interlocal agreement executed under the auspices of Section 163.01, Florida Statutes, known as the "Florida Interlocal Cooperation Act of 1969 ", or if the context requires, a similar interlocal agreement between the Agency and any municipality, county or other government or separate legal entity permitted by the PACE Statute to enter into financing agreements as provided for therein. This Agreement simply presents a means of coordination and communication among local governments as the Agency serves and makes available, in a non - exclusive manner, funding and financing of qualifying improvements by the Agency to interested private property owners in the manner provided by law. "Obligations" shall mean a series of bonds, obligations or other evidence of indebtedness, including, but not limited to, notes, commercial paper, certificates or any other obligations of the Agency issued pursuant hereto, or under any general law provisions, and pursuant to the financing documents. The term shall also include any lawful obligation committed to by the Agency or pursuant to an interlocal agreement with another governmental body or agency and/or warrants issued for services rendered or administrative expenses. "Ordinance" shall mean ^. - n e N„ 20 7 012 entitle the Monroe County Property Assessed Clean Energy (PACE) Ordinance, -and as codified. "PACE" is an acronym for the colloquial financing concept commonly referred to as `property assessed clean energy'; in Florida, the name or acronym PACE is derived from the provisions of general law related to financing energy efficiency, renewable energy and wind resistance improvements addressed by the Ordinance, and encouraged by the Legislature in Section 163.08, Florida Statutes, which is entitled "supplemental authority for improvements to real property." "PACE Statute" sometimes called the "Supplemental Act ", shall mean the defined terms, general law provisions, and additional and supplemental authority described in Section 163.08, Florida Statutes, as amended. "Participating Municipalities" shall mean all municipalities that have not adopted an ordinance governing any or all of the subject matter of the Ordinance, regardless of the time of passage of the municipal ordinance. "Pledged Funds" shall mean (A) the revenues derived from special assessments and other moneys received by the Agency or its designee relating to some portion thereof, (B) until applied in accordance with the terms of the financing documents, all moneys in the funds, accounts and sub - accounts established thereby, including investments therein, and (C) such other property, assets and moneys of the Agency as shall be pledged pursuant to the financing documents; in each case to the extent provided by the Board of Directors pursuant to the financing documents. The Pledged funds pledged to one series of obligations may be different than the Pledged funds pledged to other series of obligations. Pledged funds shall not include any general or performance assurance fund or account of the Agency. "Property Owner" shall mean, singularly or collectively as the context requires, all of the record owners of real property subject to a financing agreement with the Agency. "Qualifying Improvements" includes energy conservation and efficiency, renewable energy, and wind resistance improvements as defined by the PACE Statute, as may be amended by law. "Special Assessments" shall mean the non -ad valorem assessments authorized by the PACE Statute and levied by the Agency on property owned by a property owner to fund the costs of qualifying improvements. SECTION 1.02 CONSTRUCTION. (A) Words importing the singular number shall include the plural in each case and vice versa, and words importing persons shall include firms and corporations. The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Agreement; the term "heretofore" shall mean before the date this Agreement is executed; and the term "hereafter" shall mean after the date this Agreement is executed. (B) Each recital, covenant, agreement, representation and warranty made by a party herein shall be fairly deemed to be material and to have been relied on by the other party to this Agreement. Both parties have independently reviewed this Agreement with their own counsel and covenant that the provisions hereof shall not be construed for or against either the County or the Agency by reason of authorship. SECTION 1.03. SECTION HEADINGS. Any headings preceding the texts of the several articles and sections of this Interlocal Agreement and any table of contents or marginal notes appended to copies hereof shall be solely for convenience of reference and shall neither constitute a part of this Agreement nor affect its meaning, construction or effect. SECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared that: (A) The State Legislature has determined there is a compelling state interest in enabling private property owners to voluntarily finance qualifying improvements with local government assistance. The actions authorized by the PACE Statute, including the financing of qualifying improvements through the execution of financing agreements and the related imposition of a special assessment, have been determined by the Legislature as reasonable and necessary for the prosperity and welfare of the State, and its property owners and inhabitants. (B) The Agency has provided to the County a binding Final Judgment and its governance Charter which both expressly evidence the Agency is distinct from the County and that the County shall not in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the Agency or its agents, and the Agency has no independent power to obligate the County or any municipality within the County served by the Agency. (C) Nothing in this Agreement does, nor shall be construed to empower the Agency to obligate or foist any liability upon the County, in any manner, without the express written permission of both parties; and no such permission is included in this Agreement. (D) The availability of the non - exclusive financing program offered by the Agency (without cost to, assumption of liability by or demand upon the credit of the County or any participating municipality) and the voluntary participation in the Agency's financing program by property owners provides an alternative financing option to private property owners who choose to finance and repay the costs to provide and install qualifying improvements. (E) The Agency is authorized by law and pursuant to the provisions of the PACE Statute to undertake this financing service and associated activities to interested property owners. (F) This Agreement provides a cooperative, interlocal, alternative, supplemental and non - exclusive means to encourage and achieve, inter alia, immediate local economic development in a manner provided by the Legislature, provide for local commerce and job creation, as well as achieving the compelling State interest and public purposes described in the PACE Statute. ARTICLE II IMPLEMENTATION OF A COMPELLING STATE AND LOCAL INTEREST SECTION 2.01. AUTHORITY; AND, PURPOSE. (A) The execution hereof has been duly authorized by the resolution of the governing bodies of each party hereto. (B) The Agency by this Agreement is approved to serve, to provide its lawful services, and lawfully conduct its affairs within the County in accord with applicable general law and local legislation. SECTION 2.02. CREATION OF STATE, COUNTY OR MUNICIPAL DEBTS PROHIBITED. The Agency shall not be empowered or authorized in any manner to create a debt against the County or any participating municipality and may not pledge the full faith and credit of the County or any participating municipality. All revenue bonds or debt obligations of the Agency shall contain on the face thereof a statement to the effect that the State, County, or any participating municipality, shall not be obligated to pay the same or the interest and that they are only payable from Agency revenues or the portion thereof for which they are issued and that neither the full faith and credit nor the taxing power of the County, or any participating municipality, is pledged to the payment of the principal of or the interest on such bonds. The issuance of revenue or refunding bonds under the provisions of law, the Charter Agreement, or any other agreement shall not directly or indirectly or contingently obligate the County, or any participating municipality, to levy or to pledge any form of ad valorem taxation or other County, or any participating municipality, revenues or to make any appropriation for their payment. SECTION 2.03. ADOPTION OF RATES, FEES AND CHARGES. (A) The Board of Directors necessarily must adopt or authorize from time to time by resolution such rates, fees or other charges for the provision of the services of the Agency to be paid by the property owner pursuant to a financing agreement described in the PACE Statute. (B) Such rates, fees and charges shall be adopted and revised so as to provide moneys, which, with other funds available for such purposes, shall be at least sufficient at all times to pay the expenses of administering, managing, and providing for the services and administration of the activities of the Agency, to pay costs and expenses provided for by law or the Charter Agreement and the financing documents, and to pay the principal and interest on the obligations as the same shall become due and reserves therefore, and to provide for necessary administration and reasonable margin of safety over and above the total amount of such payments. Notwithstanding any other provision in the Charter Agreement or this Agreement, such rates, fees and charges shall not exceed a rate of interest greater than the equivalent of 18 percent per annum simple interest either directly or indirectly, and always be sufficient to comply fully with any covenants contained in the financing documents. (C) Such rates, fees and charges may vary from jurisdiction to jurisdiction, but shall be just and equitable and uniform at the time of imposition for the Property Owners within the same class, or within each subscribing local governmental jurisdiction, and may be based upon or computed upon any factor (including, by way of example and not limitation, competitive or market conditions, distinguishing between residential and non - residential properties or uses, distinguishing between variable costs of administrative services and local government cooperation over time) or combination of factors affecting the demand or cost of the services furnished or provided to administer the services and affairs of the Agency as may be determined by the Board of Directors from time to time. SECTION 2.04. FINANCING OF IMPROVEMENTS TO REAL PROPERTY; COLLECTION OF ASSESSMENTS. (A) Program Guidelines: The Agency's Program to be offered in the County and participating municipalities will comply with program guidelines and consumer protections set forth in the Ordinance, as may be amended from time to time. The parties concur that at the time of execution of this Agreement, the Agency's program guidelines and consumer protections are consistent with the Ordinance. However, if there is a conflict between the Agency's Program and the Ordinance, the Ordinance shall prevail. (B) Any financing assistance for qualifying improvements pursuant to the PACE Statute shall be conducted solely between the Agency and an interested private property owner, done pursuant to general law and the Ordinance, and shall not be construed to be the legal, financial or administrative responsibility of the County or participating municipalities in any m anner whatsoever. (C) This Agreement provides for accomplishment of a compelling state interest, recognizes and carefully encourages uniform and scalable processes statewide to finance energy conservation and efficient, renewable energy, and wind resistance improvements to real property, and is intended to create local economic development and local employment. Even though this Agreement affords service to interested private property owners who voluntarily desire to take advantage of and use the financing and supplemental authority for improvements to real property described in the PACE Statute, all such activities must be independently accomplished without cost, liability, or any demand upon the County's and participating municipalities credit or use of significant staff time or resources. (D) In no event shall the County and participating municipalities served by the Agency be held individually or jointly liable for the torts of the officers or employees of the Agency, or any other tort attributable to the Agency, and the Agency shall be solely liable for any torts attributable to it or for torts of its officers, employees or agents, to the extent of the waiver of sovereign immunity or limitation of liability as specified in Section 768.28, Florida Statutes. Nothing in this Agreement shall be construed to inure to the benefit of any third -party or for allowing any claim, which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. (E) By law the Agency shall at all times be a qualified, distinct and separate special purpose local government funding and financing instrumentality separate and apart from the County and participating municipalities and separate from their treasuries,; and, neither the County nor participating municipalities, nor the local governments who are either incorporators or members of, or have joined, or are served by the Agency, or any subsequently served or participating local government in the affairs of the Agency, shall be liable for the actions of or in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the Agency, or its successor in function, and neither the Agency nor any agent, employee, officer or official of same shall have any authority or power to otherwise represent or obligate the County or participating municipalities in any manner as a result of this Agreement. (F) The County and participating municipalities shall not incur nor ever be requested to authorize any obligations secured by special assessments associated with qualifying improvements imposed by the Agency pursuant to the PACE Statute. No special purpose local government acting pursuant to the PACE Statute, the Ordinance, or this Agreement shall be empowered or authorized in any manner to create a debt against the state, the County, or participating municipalities, and shall not pledge the full faith and credit of the state, or the County, or participating municipalities, in any manner whatsoever. No revenue bonds or debt obligations of any special purpose local government acting pursuant to the PACE Statute, shall ever pledge or imply any pledge that the County, or participating municipalities, shall be obligated to pay the same or the interest thereon, nor state or imply that such obligations payable from the full faith and credit or the taxing power of the state, the County, or participating municipalities, as a result the Ordinance or this Agreement. The issuance of revenue or refunding bonds by the Agency under the provisions of law, the Agency's charter or governance documents, or any other agreement or resolution shall not as the result of the Ordinance or this Agreement be deemed in any manner, directly or indirectly or contingently, to obligate the County or participating municipalities to levy or to pledge any form of ad valorem taxation or other county or municipal revenues or to make any appropriation for their payment whatsoever. (G) Upon execution by the respective property owners and the Agency, the statutorily required financing agreement or a summary governmental notice or memorandum thereof shall be recorded by the Agency in the Official Records within five (5) days after execution of the agreement, as required by general law which provides constructive notice that the non -ad valorem assessment to be levied on the subject property constitutes a lien of equal dignity to ad valorem taxes and assessments from the date of recordation. (H) In a reasonably cooperative and uniform manner, the Agency must timely provide to the property appraiser and tax collector a digital copy of the recorded financing agreement or other digital summary thereof, the most recent property identification number and annual amount of the non -ad valorem assessment along with such other efficient and reasonable information and test -rolls necessary for the tax collector to collect such amounts as a non -ad valorem assessment on behalf of the Agency pursuant to Sections 163.01, 163.08, 197.3632, and 197.3635, Florida Statutes, or their successors in function. (I) The Agency will inform every property owner that by law these non -ad valorem assessments must be collected only 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 Agency, 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 Agency's local government assistance. (J) The Agency must at all times acknowledge that the statutory duties of the property appraiser and the tax collector in each county, under Section 197.3632, Florida Statutes, are ministerial and the property appraiser and tax collector are by law without discretion with regard to the imposition of non -ad valorem assessments and collection on the tax notice once the affected private property owner has voluntarily entered into the statutorily required financing agreement and evidence of the non -ad valorem assessment through the required notice is recorded; and, the Agency is solely responsible for the local government role in such circumstance for complying with the requirements of Sections 197.3632 and 163.08, Florida Statutes. (K) The Agency must comply with the statutory responsibility to enter into a separate written agreement required by Section 197.3632(2), Florida Statutes, accept the terms specified by Sections 197.3632(2) and 192.091(2)(b)2., Florida Statutes, for reimbursement and compensation of tax collectors and property appraisers, and allow for payment of such amounts by deduction as the non -ad valorem assessments are collected. The Agency, as a duly authorized special purpose local government shall be solely responsible for timely and professionally coordinating all interface with the tax collector or property appraiser, and minimize to the greatest extent reasonably possible the time, effort and attention of these public officials and offices. (L) The Agency, as a duly authorized special purpose local government, is the local government imposing the subject non -ad valorem assessments, not the County nor participating municipalities and shall be solely responsible for compliance with all applicable law and all matters associated with origination, funding, financing, administration, and collection (in concert with the uniform method of collection) of each of the resulting non -ad valorem assessments. SECTION 2.05. COORDINATION IN COLLECTION ACTIVITIES. The Agency as a local government created and authorized by general law to impose the special assessments, is also required by general law to use the uniform method of collecting such special assessments, and shall be solely responsible for professionally coordinating all interface with the tax collector and property appraiser, and minimize to the greatest extent reasonably possible, the time, effort and attention of these public officials to accomplish the public purposes and direction of the PACE Statute. SECTION 2.06. PLEDGE OF PROCEEDS FROM NON -AD VALOREM ASSESSMENTS. (A) The Agency will take such actions as are necessary for the lawful levy of the Special Assessments against all lands and properties specially benefitted by the acquisition, construction and financing of qualifying improvements. If any assessment made with respect to any property shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the Agency shall be satisfied that any such assessment is so irregular or defective that the same cannot be enforced or collected, the Agency will take all necessary steps to cause a new assessment to be made for the whole or any part of any qualifying improvements or against any property specially benefitted by such improvement, to the extent and in the manner provided by law. (B) Pursuant to the financing documents, this Agreement, and the Ordinance the Agency shall irrevocably pledge and, to the fullest extent permitted by law, pledge and assign any and all revenues derived from special assessments to the repayment of any debt obligation issued by the Agency pursuant to the financing documents. (C) The County and participating municipalities shall not incur or ever be requested to authorize any obligations secured by special assessments associated with qualifying improvements imposed by the Agency. (D) Each series of financing documents shall be secured forthwith equally and ratably by a pledge of and lien upon the special assessments. The obligations of the Agency under and pursuant to the financing documents shall not be or constitute general obligations or an indebtedness of the County, or participating municipalities, as "bonds" within the meaning of the Constitution of Florida, but shall be payable from and secured solely by a lien upon and pledge of the special assessments as provided herein. Neither the Agency nor any holder of any debt obligation issued by the Agency pursuant to the financing documents shall ever have the right to compel the exercise of the ad valorem taxing power of the County, or participating municipalities, or other taxation in any form, of property therein to pay any amount due under any financing documents or any special assessment. The financing documents shall not constitute a lien upon any property of or in the County's, or participating municipalities' jurisdiction except as to the respective special assessments in the manner provided herein and by law. ARTICLE III GENERAL PROVISIONS SECTION 3.01. INTERLOCAL AGREEMENT PROVISIONS. This Agreement is deemed to be an "interlocal agreement" within the meaning of the Florida Interlocal Cooperation Act of 1969, as amended. The Agency shall file this Interlocal Agreement with the Clerk of the Circuit Court of Monroe County, Florida. SECTION 3.02. DISCLOSURE; NONDISCRIMINATION; COVENANT TO COOPERATE. A) The Agency has provided a copy of (1) the PACE Statute, (2) the Agency's Charter Agreement, (3) the Final Judgment in Fla. PACE Funding Agency v. State, No. 2011 - CA -1824 (Fla. 2d Cir. Ct. 2011), and (4) other relevant disclosure information and background materials to the County prior to execution hereof. County, through its own staff and advisors, has independently reviewed and considered the foregoing and other relevant information of its choosing. (B) The Agency and the County 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 Agency 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. (B) The objective of the Agency's mission is to offer a uniform, standardized and scalable approach that provides efficiencies and economies of scale intended to attract voluntary financing of qualifying improvements by private property owners desirous of also achieving, a compelling state interest and stimulate a substantial and meaningful flow of private sector economic activity and new job creation. In doing so under this Interlocal Agreement, the County recognizes the non - exclusive availability of the Agency's funding and financing program to constituent property owners and the County and Agency covenant to cooperate, coordinate and communicate on an interlocal basis. SECTION 3.03. TERM OF AGREEMENT; DURATION OF AGREEMENT; NO EXCLUSIVITY. (A) The term of this Interlocal Agreement shall commence as of the date first above written. (B) The term shall continue so long as the Agency 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 Agency has projects for qualified improvements underway therein; the applicable provisions, authority and responsibility under this Agreement reasonably necessary to carry out the remaining aspects of the Agency's Program and responsibilities of Agency then underway, shall remain in effect and survive any termination until such time as those obligations and all associated remaining Agency responsibilities are fulfilled (including, but not limited to, the collection of assessments in due course). Provided, however, the Agency's powers employed and exercised shall be non- exclusive, and the County and participating municipalities are free to and reserve the right to enter into or otherwise encourage or commence any other 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 3.05. Provided, however, no termination of this Interlocal Agreement shall preclude the Agency 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 Agency's rights under this Interlocal Agreement to impose new non -ad valorem assessments shall ever end, then as of the effective date of the termination, all rights and obligations of the parties shall continue as specified in subsection (B) until such time as all Agency's obligations, and all associated remaining responsibilities under the Agency's Program are fulfilled (including, but not limited to, the collection of assessments in due course). SECTION 3.04. AMENDMENTS AND WAIVERS. Except as otherwise provided herein, no amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the County and Agency. SECTION 3.05. NOTICES. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered (or confirmed electronic facsimile transmission) or mailed by registered or certified mail, postage prepaid, or sent by nationally recognized overnight courier (with delivery instructions for "next business day" service) to the parties at the following addresses: County: Monroe County ATTN: Roman Gastesi, County Administrator 1100 Simonton Street, Ste. 205 Key West, FL 33070 With a copy to: Monroe County ATTN: Pedro Mercado, Assistant County Attorney 1111 12th Street, Suite 408 Key West, Florida 33040 Agency: Executive Director Florida PACE Funding Agency c/o City of Kissimmee 101 North Church Street, Fifth Floor Kissimmee, Florida 34741 With a copy to: Program Counsel for the Florida PACE Funding Agency P.O. Box 14043 Tallahassee, Florida 32317 -4043 Any of the parties may, by notice in writing given to the other, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Any notice shall be deemed given on the date such notice is delivered by hand (or confirmed electronic facsimile transmission) or three days after the date mailed. SECTION 3.06. QUALITY CONTROL AND COMMUNICATION. For quality control purposes, the Agency and County desire, and the Agency covenants to continually develop, implement and employ policies, systems and procedures which set or reflect industry standards; with such standards being reasonably expected to change and evolve over time. This Agreement serves to establish an ongoing positive and professional line of communication between staff and agents for the parties and is encouraged. At any time, notwithstanding lack of default or lack of material breach hereunder, each party is encouraged to objectively and specifically communicate to the other in writing as provided for herein any concerns, suggestions or disapproval with performance, policies, systems or procedures being employed by each party concerning the funding and financing of qualified improvements. The Agency through its administrator, Executive Director, or a duly authorized designee, will promptly respond in writing to all such communications (reasonably within fifteen (15) days of receipt of any such written communication, but sooner if necessary) from the County and follow - up accordingly; and, also promptly communicate any such response, follow -up, and all related communication to the Board of Directors for review. This paragraph shall not be construed as containing any obligation for the County to receive complaints or concerns about the Agency's performance, policies, systems, or procedures, and the County is requested to and specifically authorized to refer all such complaints or concerns directly to the Agency for a response. SECTION 3.07. IMMUNITY; LIMITED LIABILITY. (A) All of the privileges and immunities from liability and exemptions from laws, ordinances and rules which apply to the activity of officials, officers, agents or employees of the parties shall apply to the officials, officers, agents or employees thereof when performing their respective functions and duties under the provisions of this Agreement. (B) The County and Agency are and shall be subject to Sections 768.28 and 163.01(9)(c), Florida Statutes, and any other provisions of Florida law governing sovereign immunity. Pursuant to Section 163.01(5)(o), Florida Statutes, that certain final judgment in Fla. PACE Funding Agency v. State, No. 2011 -CA -1824 (Fla. 2d Cir. Ct. 2011), and this covenant of the parties hereto, the local governments who are either the incorporators, or members of the Agency, or any subsequently served or participating local government shall not be held jointly liable for the torts of the officers or employees of the Agency, or any other tort attributable to the Agency, and that the Agency alone shall be liable for any torts attributable to it or for torts of its officers, employees or agents, and then only to the extent of the waiver of sovereign immunity or limitation of liability as specified in Section 768.28, Florida Statutes. The County and Agency acknowledge and agree that the Agency 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 Agency agrees to protect, defend, reimburse, indemnify and hold the County and participating municipalities served by the Agency, 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 and participating municipalities of anyone acting under its direction or control, or on its behalf in connection with or incident to the performance of this Agreement. Agency's aforesaid indemnity and hold harmless obligations, or portions or applications thereof, shall apply to the fullest extent permitted by law but in no event shall they apply to liability caused by the negligence or willful misconduct of the County or participating municipalities, their respective agents, servants, employees or officers, nor shall the liability limits set forth in 768.28, Florida Statutes, be waived. Nothing in this Agreement is intended to inure to the benefit of any third -party or for the purpose of allowing any claim, which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. In the event any Claim is brought against an Indemnified Party, the Agency, 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 Agency is an independent local government funding and financing instrumentality. Neither the County nor any participating municipality served by the Agency, shall in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the Agency, its Board of Directors or any other agents, employees, officers or officials of the Agency, except to the extent otherwise mutually and expressly agreed upon in writing. In addition, the Agency, its Board of Directors or any other agents, employees, officers or officials of the Agency shall have no authority or power to otherwise obligate either the County or any participating municipality served by the Agency. (E) Notwithstanding anything to the contrary herein, neither the County nor the Agency waive any sovereign immunity as a result of this or any other agreement resulting from the subject matter hereof; and, nothing herein shall be construed to usurp or contract away any immunity, or the duty or authority of either party to exercise any general law or police powers as defined by law. SECTION 3.08. BINDING EFFECT. This Agreement shall be binding upon the parties, their respective successors and assigns and shall inure to the benefit of the parties, their respective successors and assigns. SECTION 3.09. SEVERABILITY. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. SECTION 3.10. ADMINISTRATION INDEMNIFICATION; ADDITIONAL INSURED. (A) The Agency will promptly request and obtain from its administrator, CounterPointe Energy Solutions (FL), LLC, and any subsequent administrator, a separate indemnification agreement as to its actions and activities on behalf of the Agency concerning all of the subject matter of this Agreement for the benefit of the County and participating municipalities. The form of the indemnification agreement shall be approved by the County Attorney's Office, prior to the administrator assuming responsibilities for the Agency. (B) The Agency will promptly request and obtain from its administrator, CounterPointe Energy Solutions (FL), LLC, and any subsequent administrator, and provide the County a certificate showing the County as an additional insured for the coverages the Agency requires of its administrator, which are currently: Worker's Compensation Statutory Employer's Liability $1,000,000 Commercial General Liability $1,000,000 per occurrence $1,000,000 aggregate Commercial Auto Liability $1,000,000 combined single limit Professional Liability (E &O) $1,000,000 per occurrence $2,000,000 aggregate The statement or certificate evidencing the County is named as an additional insured will include a standard insurance industry statement prohibiting cancellation, termination, or modification of the policy or a reduction of coverage without first giving the County (as an additional insured) at least ten (10) days prior written notice of such proposed action. SECTION 3.11. INSURANCE BY THE AGENCY: Without waiving the right to sovereign immunity as provided by Section 768.28, Florida Statute, the Agency 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 Agency maintains third -party Commercial General Liability and Commercial Auto Liability in lieu of exclusive reliance of self - insurance under Section 768.28 Florida Statute, the Agency shall agree to maintain said insurance policies at limits not less than $500,000 combined single limit for bodily injury or property damage. The Agency 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 Agency 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 Agency of its liability and obligations under this Interlocal Agreement. SECTION 3.12. EXECUTION IN COUNTERPARTS. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 3.13. APPLICABLE LAW; ENFORCEMENT; DELEGATION. A breach of this Agreement shall mean a material failure to comply with the PACE Statute or any covenants or provisions of this Agreement. If any party breaches any obligation herein, then, upon receipt of written notice by the non - breaching party, the breaching party shall proceed diligently and in good faith to take all reasonable actions to cure such breach, and shall continue to take all such actions until such breach is cured, or be subject to termination for cause. (A) The parties agree time is of the essence in all performance hereunder. At all times the parties may proceed at law or in equity to enforce their rights under this Agreement using all available remedies. (B) 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 and the parties waive any right to jury trial. (C) Any costs or expenses (including reasonable attorney's fees) associated with the enforcement of the terms and/or conditions of this Agreement shall be borne by the respective parties, provided; however, BY ENTERING INTO THIS AGREEMENT, THE AGENCY 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 AGENCY 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 AGENCY 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. (D) Nothing contained herein shall be deemed to authorize the delegation of the constitutional or statutory duties of state, county, or municipal officers. SECTION 3.14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties, whether oral or written, and there are no warranties, representations or other agreements among the parties in connection with the subject matter hereof, except as specifically set forth herein. SECTION 3.15. PUBLIC RECORDS. The Agency shall comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and the Agency shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and the Agency in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Agency. Failure of the Agency to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Agency is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Agency is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Agency does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Agency or keep and maintain public records that would be required by the County to perform the service. If the Agency transfers all public records to the County upon completion of the contract, the Agency shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Agency keeps and maintains public records upon completion of the contract, the Agency shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Agency of the request, and the Agency must provide the records to the County or allow the records to be inspected or copied within a reasonable time. IF THE AGENCY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE AGENCY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292 -3470 SECTION 3.16. EFFECTIVE DATE. This Agreement shall become effective upon the execution by the Parties hereto. SECTION 3.17. RECORDING. This Agreement shall be recorded by the Agency with the Clerk of the Circuit Court in Monroe County, Florida. SECTION 3.18. ATTORNEY'S FEES AND COSTS. The County and the Agency agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out - of- pocket expenses, as an award against the non - prevailing party, and shall include attorney's fees, courts costs, investigative, and out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. SECTION 3.19. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. The County and the Agency agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first 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 3.20. COOPERATION_ In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and the Agency agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and the Agency specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. SECTION 3.21. COVENANT OF NO INTEREST. County and the Agency covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. SECTION 3.22. CODE OF ETHICS_ County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct 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 3.23. NO PERSONAL LIABILITY_ No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his 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. [Remainder of page intentionally left blank.] Non - Exclusive Interlocal Subscription Agreement Monroe County 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. THE FLORIDA PACE FUNDING AGENCY (SEAL) „i-14 By: Michael H. Steigerwald, Executive Director ATTEST: I Donald T. Smallwood, Assistant Secretary 19 Non - Exclusive Interlocal Agreement Monroe County 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 _ '•. �'ir'1 1 B y. David R Mayo _,1 Attest: Approved as to form: 3 "`14 /14 . - 7 4 11/1 d County Attorney Kevin Mailok, Clerk and Comptroller °L I i" ' CC -J Q 4 - L 1.1,.: 41, c � v ✓ ROE COU AT I° ° NN / / PED" ` ER ATTORNEY • ASSISTANT '5 2-a I ' Q Date 18 EXHIBIT "A" 1NTERLOCAL AGREEMENT EXHIBIT B -2 Amended and Restated Interlocal Agreement Relating to the Establishment of the Florida PACE Funding Agency B -2 Exhibit B -2 Florida PACE Funding Agency Charter Agreement AMENDED AND RESTATED INTERLOCAL AGREEMENT RELATING TO THE ESTABLISHMENT OF THE FLORIDA PACE FUNDING AGENCY Florida PACE Funding Agency Charter Agreement TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS AND CONSTRUCTION SECTION 1.01. DEFINITIONS 2 SECTION 1.02 CONSTRUCTION 4 SECTION 1.03. SECTION HEADINGS 5 SECTION 1.04. FINDINGS 5 ARTICLE II THE AGENCY SECTION 2.01. ESTABLISHMENT AND CREATION 8 SECTION 2.02. AUTHORITY TO ADMINISTER THE PROVISION OF SERVICE, FUNDING AND FINANCING OF QUALIFYING IMPROVEMENTS 9 SECTION 2.03. GOVERNANCE 10 SECTION 2.04. MEETINGS; NOTICE 13 SECTION 2.05. REPORTS; BUDGETS; AUDITS 13 SECTION 2.06. POWERS, FUNCTIONS AND DUTIES 13 SECTION 2.07. CREATION OF STATE, COUNTY OR MUNICIPAL DEBTS PROHIBITED 18 SECTION 2.08 ADOPTION OF RATES, FEES AND CHARGES 19 SECTION 2.09 BONDS AND OBLIGATIONS 20 SECTION 2.10. MERGER; DISSOLUTION 23 SECTION 2.11. ENFORCEMENT AND PENALTIES 24 SECTION 2.12. TAX EXEMPTION 24 ARTICLE III GENERAL PROVISIONS SECTION 3.01. INTERLOCAL AGREEMENT PROVISIONS 25 SECTION 3.02. TERM OF AGREEMENT; DURATION OF AGREEMENT 25 SECTION 3.03. AMENDMENTS AND WAIVERS 25 SECTION 3.04. NOTICES 26 SECTION 3.05. IMMUNITY; LIMITED LIABILITY 26 SECTION 3.06. BINDING EFFECT 27 SECTION 3.07. SEVERABILITY. 27 SECTION 3.08. EXECUTION IN COUNTERPARTS 27 SECTION 3.09. APPLICABLE LAW 27 SECTION 3.10. ENTIRE AGREEMENT 27 Florida PACE Funding Agency Charter Agreement AMENDED AND RESTATED INTERLOCAL AGREEMENT RELATING TO THE ESTABLISHMENT OF THE FLORIDA PACE FUNDING AGENCY THIS AMENDED AND RESTATED OF THE INTERLOCAL AGREEMENT is made and entered into as of the last date of execution hereof by the Incorporators (hereinafter the "Charter Agreement" or "Charter "), by and among the local governments acting as Incorporators hereof (each an "Incorporator ", and collectively, the "Incorporators ") as evidenced by their execution hereof, by and through their respective governing bodies. This amendment and restatement concerns the Interlocal Agreement recorded at Official Record Book 4143, at Page 2562, as amended at Official Record Book 4210, at Page 2544 in the Official Records of Osceola County, Florida, and in Record Book 1821 at Page 1493, as amended at Official Record Book, at Page 1843, page 415 in the Official Records of Flagler County, Florida (the "Interlocal Agreement "). The purpose of the Interlocal Agreement was to create and establish a separate legal entity, public body and unit of local government, pursuant to Section 163.01(7)(g), Florida Statutes, with all of the privileges, benefits, powers and terms provided for therein and by law. WITNESSETH: NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration each to the other, receipt of which is hereby acknowledged by each Incorporator and the Agency, the parties hereby update, amend, codify and restate the Interlocal Agreement, and agree, stipulate and covenant as follows: 1 Florida PACE Funding Agency Charter Agreement ARTICLE I DEFINITIONS AND CONSTRUCTION SECTION 1.01. DEFINITIONS. As used in this Charter Agreement, the following terms shall have the meanings as defined unless the context requires otherwise: "Agency" means the Florida PACE Funding Agency, a separate legal entity and public body created pursuant to the provisions of the Interlocal Agreement, and as updated, amended, codified and restated by this Charter Agreement. The name or acronym PACE is derived from the concept commonly referred to as 'property assessed clean energy' and relates hereto to the provisions of general law related to funding and financing energy efficiency, renewable energy, and /or wind resistance improvements encouraged and authorized by Section 163.08, Florida Statutes. "Charter Agreement" or "Charter" means this Charter Agreement which updates, amends, codifies as a single document, and restates the Interlocal Agreement in its entirety and confirms the establishment of the Agency, including any amendments and supplements hereto executed and delivered in accordance with the terms hereof. "Financing Documents" shall mean the resolution or resolutions duly adopted by the Agency, as well as any indenture of trust, trust agreement, interlocal agreement or other instrument relating to the issuance or security of any bond or debt obligations of the Agency, or the lending or provision of the proceeds thereof to a Subscribing Local Government. "Incorporator" and "Incorporators" shall mean those local governments executing the Interlocal Agreement and this Charter Agreement, acting as the Incorporators of the Agency, and any future constituent local government member of the Agency who may join in to this Charter Agreement. "Obligations" shall mean a series of bonds, obligations or any other evidence of indebtedness, including, but not limited to, notes, commercial paper, certificates or any other obligations of the Agency issued under the Interlocal Agreement or hereunder, or under any general law provisions, and pursuant to the Financing Documents. The term shall also include any lawful debt obligation committed to by the Agency pursuant to an interlocal agreement with another governmental body or agency and /or warrants issued for services rendered or administration expenses. "Pledged Funds" shall mean (A) the revenues derived from non -ad valorem special assessments levied in association with Qualified Improvements by a local government or the Agency and other moneys received by the Agency or its designee 2 Florida PACE Funding Agency Charter Agreement relating to some portion thereof, (B) until applied in accordance with the terms of the Financing Documents, all moneys in the funds, accounts and sub - accounts established thereby, including investments therein, and (C) such other property, assets and moneys of the Agency as shall be pledged pursuant to the Financing Documents; in each case to the extent provided by the Board of Directors pursuant to the Financing Documents. The Pledged Funds pledged to one series of Obligations may be different than the Pledged Funds pledged to other series of Obligations. Pledged Funds shall not include any general or performance assurance fund or account of the Agency. "Qualifying Improvement" means those improvements for energy efficiency, renewable energy, and /or wind resistance or any such similar purposes described or authorized in the Supplemental Act or any amendment thereto, to be affixed or installed by the record owner of an affected property. Until subsequently determined by the Board of Directors of the Agency once the Agency's programs have become established, Qualifying Improvements shall not include improvements completed before the property has received an initial certificate of occupancy. "Serve ", "service" or the "provision of service" as such terms are used herein relate to a governmental function or purpose identified by law, which serve and achieve what the Legislature has determined as a compelling state interest necessary for the prosperity and welfare of the state and its property owners and inhabitants, and shall include and mean all actions authorized by the Supplemental Act and this Charter, including, but not limited to, the funding and financing of Qualifying Improvements through the execution of financing agreements and the related imposition of voluntary non -ad valorem assessments to finance facilities on behalf of private property owners within or outside of any Incorporator, all of which have been authorized and declared by the Legislature to benefit the people of the state, increase their commerce and prosperity, improve their health and living conditions, and to allow for the performance of essential governmental functions by the Agency. "Subscribing Local Government" or "Subscriber" shall mean any municipality, county or other government permitted by the Supplemental Act to enter into financing agreements as provided for therein which elects to participate in the Agency's financing program for Qualifying Improvements by entering into a Subscription Agreement with the Agency. "Subscription Agreement" means a separate interlocal agreement between the Agency and any municipality, county or other government permitted by general law to finance Qualifying Improvements or permitted by the Supplemental Act to enter into financing agreements as provided for therein. At a minimum, such Subscription Agreement shall provide for (1) the request or confirmation of authority of the Agency to 3 Florida PACE Funding Agency Charter Agreement act, provide its services, and conduct its affairs in cooperation with and /or within the subscribing govemment's area of service or boundaries; (2) the Agency or local government to facilitate by law the voluntary acquisition, delivery, installation or any other manner of provision of Qualifying Improvements to record owners desiring such improvements who are willing to enter into financing agreements as provided for in the Supplemental Act and agree to impose non -ad valorem assessments which shall run with the land on their respective properties; (3) the Agency or local government to levy, impose and collect non -ad valorem assessments pursuant to such financing agreements; (4) the issuance of Obligations of the Agency to fund and finance the Qualifying Improvements; (5) the proceeds of such non -ad valorem assessments to be timely and faithfully paid to the Agency or its bondholders; (6) the withdrawal from, discontinuance of, or termination of the Subscription Agreement by either party upon reasonable notice in a manner not detrimental to the holders of any Obligations of the Agency or inconsistent with general law or any Financing Documents; (7) such disclosures, consents or waivers reasonably necessary to concurrently use or employ the service and activities of the Agency; and (8) such other covenants or provisions deemed necessary and mutually agreed to by the parties in respect of general law to carry out the purpose and mission of the Agency. "Supplemental Act" means the provisions of, and additional and supplemental authority described in, Section 163.08, Florida Statutes, and as may be amended from time to time and contemporaneously in effect. SECTION 1.02 CONSTRUCTION. A) Words importing the singular number shall indude the plural in each case and vice versa, and words importing persons shall include firms and corporations. The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Charter Agreement; the term "heretofore" shall mean before the date this Charter Agreement is entered into; and the term "hereafter" shall mean after the date this Charter Agreement is entered into. B) Each recital, covenant, agreement, representation and warranty made by a party herein shall be deemed to have been material and to have been relied on by the other party to this Charter Agreement. Each Incorporator has reviewed and desires to enter into this Charter Agreement; the Agency is a successor to such Incorporators and a beneficiary thereof, and the provisions hereof shall not be construed for or against any Incorporator or the Agency by reason of authorship or incorporation. SECTION 1.03. SECTION HEADINGS. Any headings preceding the texts of the several Articles and Sections of this Charter Agreement and any table of contents 4 Florida PACE Funding Agency Charter Agreement or marginal notes appended to copies hereof shall be solely for convenience of reference and shall neither constitute a part of this Charter Agreement nor affect its meaning, construction or effect. SECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared that: (A) The Legislature has determined that all energy consuming improvements to property that are not using energy conservation strategies contribute to the burden resulting from fossil fuel energy production. This comports with the declared public policy of the State to play a leading role in developing and instituting energy management programs to promote energy conservation, energy security, and the reduction of greenhouse gases, in addition to establishing policies to promote the use of renewable energy. (B) The Legislature has also determined that improved properties not protected from wind damage by wind- resistant improvements contribute to the burden resulting from potential wind damage; and, the installation and operation of Qualifying Improvements not only benefit the affected properties for which the improvements are made, but also assist in fulfilling the goals of the State's energy and hurricane mitigation policies. (C) In the Supplemental Act, the Legislature finds that there is a compelling State interest in enabling property owners to voluntarily finance such improvements with local government facilitative assistance. (D) In the Supplemental Act, the Legislature makes it clear that the financing of Qualifying Improvements through the execution of financing agreements and related imposition of voluntary assessments is reasonable and necessary for the prosperity and welfare of the State and its property owners and inhabitants. (E) The Supplemental Act also expressly allows for, but does not require, local governments to enter into partnerships with one or more local governments for the purpose of providing and financing Qualifying Improvements. Such provision allows among other things for innovation in carrying out service and the compelling state interest described in the Supplemental Act. (F) Although, in theory, assessments for Qualifying Improvements could be imposed under home rule authority, the Legislature felt it necessary and desirable to provide supplemental authority and encouragement which provides a framework for local, regional, and even state -wide approaches to service. The Supplemental Act 5 Florida PACE Funding Agency Charter Agreement provides guidelines, safeguards and clarifies necessary aspects of implementation. The concept that each landowner voluntarily subjects their land as security for payment of the non -ad valorem assessments through an individual financing agreement is unique and fundamental to reasonably attracting funding secured by assessments for Qualifying Improvements which include energy efficiency, renewable energy, wind resistant improvements. (G) A simplified and standardized state -wide program offers efficiencies, economies of scale, and uniformity that can efficiently attract a stream of financing and uniform program implementation and avoid administrative burdens and inefficient expenditures by local governments throughout Florida. The approach embodied in this Charter Agreement allows the local governments executing this Charter Agreement to act initially as 'incorporators' to create a focused single legal entity which minimizes their involvement and exposure in a manner like that of an incorporator in the corporate sense. The Legislature has expressly determined that the Agency shall be defined as a local government in the Supplemental Act and is independently authorized by law to impose these types of voluntary assessments for energy efficiency, renewable energy or wind resistant Qualifying Improvements. (H) The Agency achieves local economic development, the hardening of building stock and creates local jobs by bringing owners and contractors together to facilitate the provision, funding, and financing of Qualifying Improvements. As a separate legal entity, the Agency is expressly authorized by general law to finance facilities on behalf of any person relating to a governmental function or purpose which may serve populations within or outside of the members of the entity. (I) This approach requires a match of demand by individual property owners, both residential and commercial, to the reservoir of qualified labor, tradesmen and vendors in communities throughout Florida. The Agency presents inter alia a focused governmental function of attracting and educating qualified labor, tradesman and vendors in how to effectively serve a new market. Facilitation by creating uniform and standardized approaches, careful disclosure to interested private property owners, and developing financing underwritten voluntarily by individual property owners not only addresses energy efficiency, renewable energy, and /or wind resistance burdens and benefits, but will stimulate a substantial and meaningful flow of private sector economic activity and new job creation. (J) The creation and establishment of the Florida PACE Funding Agency serves to minimize duplication of effort and unnecessary government exposure or involvement, and by law accomplishes a compelling state interest through the provision of service by making available uniform, competitive and credible funding and financing 6 Florida PACE Funding Agency Charter Agreement for individual property owners wishing to participate. The increased availability of funding and financing service by the Florida PACE Funding Agency serves to convert a resource of unused trade and construction skill -sets into productive new private sector job markets, naturally creates local employment, and carefully complies with relevant industry guidelines, safeguards and implementation authorization provided by the Legislature in the Supplemental Act. (K) This Charter Agreement serves to expressly address and conform to a change in general law subsequent to the execution and effective date of the Interlocal Agreement in order to more broadly serve and provide competitive opportunities to communities, labor markets, material markets, populations, and persons and help to improve properties throughout Florida in order to assist property owners in voluntarily achieving the compelling state interest and fulfilling the goal of the state's energy and hurricane policies articulated in the Supplemental Act. [Remainder of page intentionally left blank] 7 Florida PACE Funding Agency Charter Agreement ARTICLE II THE AGENCY SECTION 2.01. ESTABLISHMENT AND CREATION. (A) Creation and establishment of the "Florida PACE Funding Agency," a separate legal entity and public body and unit of local government with all of the privileges, benefits, powers and terms provided for herein and by law, and as defined herein as the "Agency ", by the Interlocal Agreement is ratified and confirmed. (B) Initial membership in and the Incorporators of the Agency consists of those local governments executing the Interlocal Agreement and this Charter Agreement as Incorporators. To the extent permitted by Section 163.01, Florida Statutes, additional members may be included or deleted by amendment hereto approved by all member local governments of the Agency and the governing body of the Agency. As a condition to membership in the Agency, each member shall be a municipality or county, or other government permitted by the Supplemental Act to enter into financing agreements as provided for therein. (C) The boundaries or non - exclusive jurisdiction of the Agency shall embrace the territory of any county or municipality throughout the state within which any person owning a property therein determines to enter into a financing agreement evidencing the levy and imposition of a non -ad valorem assessment for a Qualifying Improvement funded or financed by the Agency. (D) A municipality or county or other government permitted by the Supplemental Act to enter into financing agreements as provided for therein need not be a local government member in or of the Agency, and by law need not otherwise enter into a Subscription Agreement, nor undertake any exclusive relationship with the Agency, nor otherwise take any action to acquiesce, encourage or request the Agency to act, provide its services, or conduct its affairs within the local governments' boundaries. (E) The Agency is created for purposes set forth in Section 163.01(7)(g), Florida Statutes, and this Charter Agreement as the same may be amended from time to time, in order to facilitate, administer, implement and assist in providing funding and financing for Qualifying Improvements, enter into Subscription Agreements and other agreements, and otherwise serve or provide its services to facilitate financing agreements and non -ad valorem assessments only on properties subjected to same by the record owners thereof, develop funding and financing markets, develop structures and procedures to finance Qualifying Improvements, and to take any actions associated therewith or necessarily resulting therefrom, as contemplated by the Supplemental Act and general law. 8 Florida PACE Funding Agency Charter Agreement (F) The Agency charter created by this Charter Agreement may be amended only by written amendment hereto, or by special act of the Legislature, upon the consent by resolution of the governing bodies of the then members of the Agency. (G) The mission of the Agency shall be to aspire to and undertake, cause and /or perform all such acts as shall be necessary to provide an independent, uniform and efficient local platform capable of serving private property owners in Florida, by securing economies of scale, market -based competition and uniform implementation on a state- wide basis as authorized by general law and this Charter to facilitate the provision of service, and the funding and financing of Qualifying Improvements to only interested property owners desiring to voluntarily achieve the compelling state interests expressed in the Supplemental Act. (H) The Agency's mission fundamentally includes a judicially- confirmed structure which eliminates responsibility or liability for the Agency's actions with regard to any other governmental official or entity, while benefitting local commerce, fulfilling the state's energy and hurricane mitigation policies, and allows for cooperation and sharing information with general purpose local governments; and, shall focus upon education of interested and participating property owners, along with providing for direct written disclosure and constructive notice which meets and exceeds relevant industry standards and the extraordinary direct and constructive notice provided by the Supplemental Act. (I) The Agency, pursuant to general law and by judicial determination, is (1) a legal entity separate and distinct from its Incorporators or members, and (2) a valid and legally existing public body corporate and politic within the State of Florida created pursuant to the Interlocal Agreement and other general law. The Agency is not and cannot be characterized as a dependent special district under section 189.012, Florida Statutes. Accordingly, for providing a status statement and substantial compliance with section 189.03, Florida Statutes and its predecessor in function, as previously requested by the Department of Economic Opportunity, the status of the Agency is "independent." Such status is consistent with the determination of the Department of Economic Opportunity. SECTION 2.02. AUTHORITY TO ADMINISTER THE PROVISION OF SERVICE, FUNDING AND FINANCING OF QUALIFYING IMPROVEMENTS. By this Charter, the provisions of section 163.01(7)(g), Florida Statutes, the Supplemental Act, or by resolution of the governing bodies of a general purpose local government affected and as implemented pursuant to a Subscription Agreement, collectively, alternatively, or supplementally, all power and authority available to the Agency under this Charter Agreement, and general law, including without limitation, Chapters 163,189 9 Florida PACE Funding Agency Charter Agreement and 197, Florida Statutes, shall be deemed to be authorized and may be implemented by the Agency to serve populations within and outside of the members of the Agency. SECTION 2.03. GOVERNANCE. (A) The governing body of the Agency shall consist of a number of persons equal to one (1) member of the Agency's Board of Directors appointed by each Incorporator, and due to the event of an even number of Incorporators, one (1) member of the Agency's Board of Directors shall be selected jointly by all Incorporators, each of whom shall serve a staggered term of three (3) years commencing on October 1. To immediately broaden geographic and insightful participation in governance, until the Agency attains a total of four (4) local government members (including the initial Incorporators) as provided for in the preceding sentence, the Board of Directors of the Agency is directed and authorized to appoint Board Director No. 4 and Board Director No. 5 using substantially the process as provided in subsection (C) of this Section. However, any person so appointed by the Board of Directors concerning Board Director No. 4 or Board Director No. 5 shall be appointed for the unexpired term. Each Director shall hold office until his or her successor has been appointed, qualified and taken an oath of office. The procedure for appointment of members of the Board of Directors and their initial terms of office shall be as follows: (1) Board Director No. 1, Barbara Revels, is hereby confirmed and appointed by the Board of County Commissioners of Flagler County and accepted to serve a second term ending on September 30, 2019. (2) Board Director No. 2, Cheryl Grieb, is hereby confirmed and appointed by the City Commission of the City of Kissimmee and accepted to serve a second term ending on September 30, 2017. (3) Board Director No. 3, Jim Ley, is hereby jointly confirmed and appointed, due to the event of an even number of initial Board of Directors appointed by the Incorporators, and accepted to serve a first term ending September 30, 2018. (4) Board Director No. 4, as soon as reasonably practicable, shall be appointed as provided herein or as otherwise directed and authorized to an initial term ending on September 30, 2019. (5) Board Director No. 5, as soon as reasonably practicable, shall be appointed as provided herein or as otherwise directed and authorized to an initial term ending on September 30, 2018. 10 Florida PACE Funding Agency Charter Agreement (6) All members of the Board of Directors shall be qualified electors of the State of Florida. To the extent necessary, if at all, and without assumption of any liability therefore by the Incorporators, all actions of the Incorporators, the Agency's Board of Directors, and their duly authorized officers and agents, beginning with the inception of the Agency through execution hereof, are hereby ratified and confirmed. This confirmation and ratification provision serves the purpose of a savings clause for the avoidance of doubt in favor of the public interest, and for purposes of repose in the conduct of orderly public affairs. (B) Members of the Board of Directors shall serve no more than three (3) consecutive three (3) year terms, not including any initial term of less than three (3) years. Provided, however, they shall continue to hold office for the terms for which they were appointed until their successors are chosen, qualified and taken an oath or office. (C) Upon the occasion of a vacancy for any reason in the term of office of a member of the Board of Directors, which vacancy occurs prior to the replacement of the Board member by appointment and which remains unfilled for thirty (30) days after such vacancy due to inaction or the failure of the respective Incorporator's governing body to duly appoint a successor who is a qualified elector of the State as provided in subsection (A) hereof or otherwise, a successor shall be appointed by a majority of a quorum of the remaining Board of Directors at a meeting held for such purposes. Except as specifically provided on an interim basis in subsection (A) concerning Board Director No. 4 and Board Director No. 5, any person so appointed to fill a vacancy shall be appointed to serve only for the unexpired term or until a successor is duly appointed. (D) The Board of Directors shall elect a Chairperson, Vice - Chairperson, Secretary, Assistant Secretary and such other officers of the Agency as may be hereafter designated and authorized by the Board of Directors, each of whom shall serve for one (1) year commencing as soon as practicable after October 1 and until their successor is chosen. The Chairperson, the Vice - Chairperson, or the Secretary shall conduct the meetings of the Agency and perform such other functions as herein provided. The Chairperson and Vice - Chairperson shall take such actions, and have all such powers and sign all documents on behalf of the Agency in furtherance of this Charter Agreement or as may be approved by resolution of the Board of Directors adopted at a duly called meeting. The Vice - Chairperson, in the Chairperson's absence, shall preside at all meetings. The Secretary, or the Secretary's designee, shall keep minutes of all meetings, proceedings and acts of the Board of Directors, but such minutes need not be verbatim. Copies of all minutes of the meetings of the Agency shall promptly be sent by the Secretary, or the Secretary's designee, to all members of the Board of Directors and to each general purpose local government which is an Incorporator or Subscribing Local 11 Florida PACE Funding Agency Charter Agreement Government. The Secretary and any Assistant Secretary may also attest to the execution of documents. The Secretary and any Assistant Secretary, or other person duly designated by resolution of the Board, shall have such other powers as may be approved by resolution of the Board of Directors adopted at a duly called meeting. (E) The Board of Directors shall have those administrative duties set forth in this Charter Agreement and Chapter 189, Florida Statutes, as the same may be amended from time to time. Any certificate, resolution or instrument signed by the Chairperson, Vice - Chairperson or such other person on behalf of the Agency as may hereafter be designated and authorized by resolution of the Board of Directors shall be evidence of the action of the Agency and any such certificate, resolution or other instrument so signed shall be conclusively presumed to be authentic. (F) Except as provided in this subsection, the members of the Board of Directors shall receive no compensation for their services. Each member of the Board of Directors may be reimbursed for expenses as provided in Section 112.061, Florida Statutes, or, as an alternative, receive a per diem to compensate each member for the inconvenience of travel and associated expenses not to exceed $350 per calendar day or as otherwise approved by the Board of Directors for travel on Agency business. Provided, however, such expenses or per diem shall not be construed as a salary, and accrue and only be payable as, if and when funds to pay same are available to the Agency. (G) A majority of the Board of Directors shall constitute a quorum for the transaction of business of the Agency. The affirmative vote of the majority of the members of the Board of Directors present and voting (exclusive of any member having a conflict) shall be necessary to transact business. (H) By the Interlocal Agreement, prior to the appointment of the entire Board of Directors and the first organizational meeting thereof, the affairs of the Agency were governed by joint resolution of the Incorporators and the then members of the Agency. In such interim period, however long, such acts were necessarily made on behalf of and shall be binding upon the Agency by joint resolution of said Incorporators and the then members. Such acts shall be deemed actions of the governing body of the Agency. In this context, "joint resolution" shall mean any one or a set of resolutions adopting concurrent direction and authorization under the provisions of the Interlocal Agreement or the Charter, and may be evidenced by resolutions executed separately, jointly or with counterpart or other similar provisions, and do not require the joint meeting of the Incorporators. Such actions shall be exclusively on behalf of the Agency, and no liability or responsibility therefor shall be imputed to said Incorporators or the then members. Such acts may include any power or authority otherwise available to the Agency and shall include, among other things, approval of such Financing Documents as were 12 Florida PACE Funding Agency Charter Agreement deemed advisable to file all necessary validation or other pleadings, and undertake appellate matters if necessary, in order to obtain validation of the authority for the Agency to undertake its purpose and mission and issue its Obligations associated there with, the retention of counsel, the procurement of other professional services and all other reasonable acts to initiate and validate the purpose, mission and authority of the Agency, with the cost thereof accruing exclusively to and only payable by the Agency as, if and when funds from or associated with the programs of the Agency become available. All such actions taken or instruments executed on behalf of the Agency are ratified and confirmed and shall continue to be valid and binding in every respect upon the Agency as if duly executed by the Chairman on behalf of the Board of Directors or any other person authorized by the Board of Directors to execute same. SECTION 2.04. MEETINGS; NOTICE. Unless determined otherwise by the Board of Directors, the Board of Directors shall hold meetings pursuant to Section 189.015, Florida Statutes. Notice of meetings and the adoption of the annual budget shall be promulgated on the Agency's website, and notice concerning same shall be published in newspapers of general circulation in the counties of the Incorporators and members of the Agency. Meetings may be noticed and conducted in any reasonable manner in any lawful location within the State. SECTION 2.05. REPORTS; BUDGETS; AUDITS. Unless determined otherwise by the Board of Directors, the Agency shall prepare and submit reports, budgets and audits as provided in Sections 189.016, Florida Statutes. SECTION 2.06. POWERS, FUNCTIONS AND DUTIES. (A) The Agency shall have all powers to carry out the purposes of this Charter Agreement and the functions and duties provided for herein, including the following powers which shall be in addition to and supplementing any other privileges, benefits and powers granted by this Charter Agreement or by law: (1) To execute all contracts and other documents, adopt all proceedings and perform all acts determined by the Board of Directors as necessary or advisable to carry out the purpose or mission of the Agency, the purposes of the Interlocal Agreement or this Charter Agreement or any Subscription Agreement with a local government. Unless otherwise provided for herein or authorized by the Board of Directors, the Chairperson or Vice - Chairperson shall execute contracts and other documents on behalf of the Board of Directors. 13 Florida PACE Funding Agency Charter Agreement (2) To plan and provide for the provision, funding, and financing of Qualified Improvements in any manner or means determined by the Board of Directors. (3) To contract for the service of administrators, accountants, attorneys and any other experts, advisors, or consultants, and such other professionals, agents and employees as the Board of Directors may require or deem appropriate from time to time. (4) To contract for such services, costs, goods, facilities, or other costs or expenses on a contingent, at risk or deferred basis with the providers, purveyors, or vendors thereof with the express understanding that payment therefore may be evidenced by warrants only due or payable from the Agency (and absolutely no other person, entity or Incorporator) as, if and when identified funds to pay same are available to the Agency. • (5) To reimburse any Incorporator for actual and verifiable costs and expenses reasonably associated with the creation and establishment of the Agency, if any, as, if and when identified funds to repay same are available to the Agency. (6) To adopt all necessary rules, regulations, procedures, or standards by resolution. (7) To exercise jurisdiction, control and supervision over the provision, funding, and financing of Qualified Improvements and to make and enforce such rules, procedures and regulations applicable thereto as may be, in the judgment of the Board of Directors, necessary or desirable for the efficient operation of the Agency in accomplishing the purpose and mission of the Agency, and purposes of this Charter Agreement. (8) To enter into interlocal agreements or join with any other special purpose or general purpose local governments, public agencies or authorities in the exercise of common powers. (9) To contract with private or public entities or persons. (10) Subject to such provisions and restrictions as may be set forth in any Financing Document, to enter into contracts with the government of the United States or any agency or instrumentality thereof, the State, or with any municipality, county, district, authority, political subdivision, private corporation, partnership, association or individual providing for or relating to the provision, funding, or financing of Qualifying Improvements and any other matters relevant 14 Florida PACE Funding Agency Charter Agreemen t thereto or otherwise necessary to effect the purpose and mission of the Agency and purposes of this Charter Agreement. (11) To receive and accept from any federal or State agency, grants or loans for or in aid of the planning, administration, provision or financing of Qualifying Improvements, and to receive and accept aid or contributions or loans from any other source of either money, labor or other things of value, to be held, used and applied only for the purpose for which such grants, contributions or loans may be made. (12) To purchase, finance, assume the ownership of, lease, operate, manage and /or control of any administrative facilities, including all equipment or personal property deemed necessary by the Board of Directors to achieve the purpose or mission of the Agency. (13) To appoint advisory boards and committees to assist the Board of Directors in the exercise and performance of the powers and duties provided in this Charter Agreement. (14) To sue and be sued in the name of the Agency and participate as a party in any civil, administrative or other action. (15) To provide or contract for record retention and public records administration. (16) To adopt and use a seal and authorize the use of a facsimile thereof. (17) To employ or contract with any public or private entity or person to administer, manage, operate or provide professional services or other efforts associated with any Agency activity, program or facilities, or any portion thereof, including project or program management or similar plans, upon such terms as the Board of Directors deems appropriate. (18) Subject to such provisions and restrictions as may be set forth in any Financing Document, to own, use, manage or otherwise dispose of any administrative facilities, equipment or personal property, or any portion thereof, upon such terms as the Board of Directors deems appropriate. (19) Subject to such provisions and restrictions as may be set forth in any Financing Document, to acquire, own, manage, or otherwise dispose of carbon, renewable energy or similar credits upon such terms as the Board of 15 Florida PACE Funding Agency Charter Agreement Directors deems appropriate; and use the proceeds of same, if any materialize, to underwrite start -up or on -going program costs, payment to professionals for deferred or contingent fee or other work or retainers, the advancement of educational programs, deposit into any general or performance assurance fund and /or payment of other reasonable costs or expenditure to advance the mission and purpose of the Agency. (20) To acquire, by purchase, gift, devise, tax sale certificate or otherwise, and to dispose of, real or personal property, or any estate therein in the course of the purpose or mission of the Agency. (21) To make and execute contracts or other instruments necessary or convenient to the exercise of its powers. (22) To maintain an office or offices within the State at such place or places as the Board of Directors may designate from time to time. (23) To utilize and employ technology and innovation to the maximum extent possible, unless otherwise inconstant with general law, in conducting the meetings and affairs of the Agency. (24) To lease, as lessor or lessee, to or from any person, firm, corporation, association or body, public or private, facilities or property of any nature to carry out any of the purposes authorized by law or this Charter Agreement. (25) To borrow money and issue bonds, certificates, warrants, notes, obligations or other evidence of indebtedness of any kind. (26) To independently act, assist, serve or provide service within the bounds of any general purpose local government to fund, finance, assess, levy, impose, collect and enforce non -ad valorem assessments authorized by Section 163.08, Florida Statutes, as expressly authorized to do so by either the Legislature and this Charter or by the general purpose local government in which the lands assessed are located. Such non -ad valorem assessments may only be to fund and finance Qualifying Improvements. (27) To contract, apply for and accept grants, loans, assignments and subsidies from any governmental entity for the provision, funding and financing of Qualifying Improvements, and to comply with all requirements and conditions imposed in connection therewith. 16 Florida PACE Funding Agency Charter Agreement (28) To the extent allowed by law and to the extent required to effectuate the purposes of this Charter Agreement, to have and exercise all privileges, immunities and exemptions accorded municipalities and counties of the State under the provisions of the constitution and laws of the State. (29) To adopt investment policies from time to time and /or invest its moneys in such investments as directed by the Board of Directors in a mariner which shall be consistent in all instances with the applicable provisions of the Financing Documents and State law. (30) To purchase such insurance, bonds, sureties, contracts of indemnity, or similar facilities of any kind or nature as it deems appropriate. (31) To do all acts and to exercise all of the powers necessary, convenient, incidental, implied or proper, in connection with any of the powers, duties, obligations or purposes authorized by this Charter Agreement or by law. (B) The Board of Directors may appoint or contract with one or more persons or entities to act as the third party administrator for the Agency having such functions, duties, and responsibilities to implement the services and affairs of the Agency as the Board of Directors may prescribe. (C) The Board of Directors may appoint or contract with a person or entity to act as executive director of the Agency having such official title, functions, duties, and powers as the chief administrative officer of the Agency as the Board of Directors may prescribe. The Board of Directors shall appoint a person or entity to act as the legal counsel for the Agency. The executive director and legal counsel shall each answer directly to the Board of Directors. The third party administrator shall answer to the executive director, unless otherwise directed by the Board of Directors. Neither the executive director, the third party administrator, legal counsel, nor any other employee of the Agency shall be a member of the Board of Directors. (D) The Board of Directors (or the executive director prior to the first meeting of Board of Directors) may use or employ any procurement procedures or approach not otherwise inconsistent with general law. (E) The Board of Directors (or the executive director prior to the first meeting of Board of Directors) may request proposals, or receive unsolicited proposals; provided, however, a courtesy notice thereof shall be provided to the chief administrative officer of each then Incorporator or member of the Agency. 17 Florida PACE Funding Agency Charter Agreement (F) The executive director shall be authorized to execute and deliver on behalf of the Agency such documents and to take such actions as shall be authorized from time to time by the governing body of the Agency. The executive director, or other person or entity otherwise specifically directed to do so, is hereby directed and authorized to undertake such reasonable actions to request proposals, receive unsolicited proposals or employ any procurement procedures necessary to reasonably and timely advance the mission and purpose of the Agency, and thereafter make recommendations to the Board of Directors. (G) In exercising the powers conferred by this Charter Agreement, the Board of Directors shall act by resolution or motion made and adopted at duly noticed and publicly held meetings in conformance with applicable law. (H) The provisions of Chapter 120, Florida Statutes, shall not apply to the Agency. (I) However, nothing herein shall affect the ability of the Agency to engage in or pursue arty civil or administrative action or remedies, including but not limited to any proceeding or remedy available under Chapter 120, Florida Statutes, or its successor in function. SECTION 2.07. CREATION OF STATE, COUNTY OR MUNICIPAL DEBTS PROHIBITED. The Agency shall not be empowered or authorized in any manner to create a debt as against the State, any county or any municipality, and may not pledge the full faith and credit of the State, any county, or any municipality. All revenue bonds or debt obligations shall contain on the face thereof a statement to the effect that the state, county or any municipality shall not be obligated to pay the same or interest thereon and that they are only payable from Agency revenues or the portion thereof for which they are issued and that neither the full faith and credit nor the taxing power of the state or of any political subdivision thereof is pledged to the payment of the principal of or the interest on such bonds. The issuance of revenue or refunding bonds under the provisions of law or this Charter Agreement shall not directly or indirectly or contingently obligate the state, or any county or municipality to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment. SECTION 2.08. ADOPTION OF RATES, FEES AND CHARGES. (A) The Board of Directors may adopt from time to time by resolution such rates, fees or other charges for the provision of the services of the Agency to be paid by the record owner of any property, pursuant to a financing agreement described in the Supplemental Act. 18 Florida PACE Funding Agency Charter Agreement (B) Such rates, fees and charges shall be adopted and revised so as to provide moneys, which, together with other funds available for such purposes, shall be at least sufficient at all times to pay the expenses of administering, managing, and providing for the services and administration of the activities of the Agency, to pay costs and expenses provided for by law or this Charter Agreement and the Financing Documents (including the funding of any financing or operating reserves deemed advisable by the Agency), and to pay the principal and interest on the Obligations as the same shall become due and reserves therefor, and to provide a reasonable margin of safety over and above the total amount of such payments. Notwithstanding any other provision in this Charter Agreement, such rates, fees and charges shall always be sufficient to comply fully with any covenants contained in the Financing Documents. The Agency shall charge and collect such rates, fees and charges so adopted and revised, and such rates, fees and charges shall not be subject to supervision or regulation by any other commission, board, bureau, agency or other political subdivision of the State. (C) Such rates, fees and charges may vary from jurisdiction to jurisdiction, but shall be just and equitable and uniform at the time of imposition for the record owners (within each community served or subscribing local governmental jurisdiction) electing to enter into any financing agreement described in the Supplemental Act within the same class, and may be based upon or computed upon any factor (including, by way of example and not limitation, distinguishing between residential and non - residential customers or uses, distinguishing between variable costs of administrative services, the degree of local cooperation, assistance from and coordination with local officials, underwriting or market factors over time) or combination of factors affecting the demand or cost of the service furnished by the Agency or provided to administer the affairs of the Agency and provision of service as may be determined or approved by the Board of Directors from time to time. (D) Notwithstanding anything in this Charter Agreement to the contrary, the Agency may establish a general fund and /or performance assurance account into which moneys may be deposited from an annual surcharge not to exceed one percent (1 %) upon any assessments, or any rates, fees and charges imposed, pledged to or collected by the Agency. Any moneys deposited to such general fund account from such a surcharge represent a fair and reasonable cost of administration and shall be considered legally available for any lawful purpose approved by the Board of Directors. Moneys in such general fund and /or performance assurance account may be used to pay for or reimburse initial costs and expenses advanced or associated with start -up costs, feasibility studies, economic analysis, financial advisory services, program development or implementation costs or enhancements, public education, administration, quality control, vendor procurement, and any other lawful purpose approved by the Board of Directors. 19 Florida PACE Funding Agency Charter Agreement SECTION 2.09. BONDS AND OBLIGATIONS. (A) The Board of Directors shall have the power and it is hereby authorized to provide pursuant to the Financing Documents, at one time or from time to time in one or more series, for the issuance of Obligations of the Agency, or notes in anticipation thereof, for one or more of the following purposes: (1) Paying all or part of the cost of one or more Qualifying Improvements, (2) Refunding any bonds or other indebtedness of the Agency, (3) Assuming or repaying the indebtedness relating to Qualifying Improvements, (4) Setting aside moneys in a reserve or performance assurance account, (5) Funding a debt service reserve account, (6) Capitalizing interest on the Obligations, (7) Paying costs of issuance relating to the Obligations, and (8) Any other purpose relating to the purpose or mission of the Agency or this Charter Agreement. (B) The principal of and the interest on each series of Obligations shall be payable from the Pledged Funds, all as determined pursuant to the Financing Documents. The Agency may grant a lien upon and pledge the Pledged Funds in favor of the holders of each series of Obligations in the manner and to the extent provided in the Financing Documents. Such Pledged Funds shall immediately be subject to such lien without any physical delivery thereof and such lien shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Agency. (C) The Obligations of each series shall be dated, shall bear interest and such rate or rates, shall mature at such time or times not exceeding forty (40) years from their date or dates, may be made redeemable before maturity, at the option of the Agency, at such price or prices and under such terms and conditions, all as shall be determined by the Board of Directors pursuant to the Financing Documents. The Board of Directors shall determine the form of the Obligations, the manner of executing such Obligations, and shall fix the denomination of such Obligations and the place of payment of the principal 20 Florida PACE Funding Agency Charter Agreement and interest, which may be at any bank or trust company within or without the State. In case any officer whose signature or facsimile of whose signature shall appear on any Obligations shall cease to be such officer before the delivery of such Obligations, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until delivery. The Board of Directors may sell Obligations in such manner and for such price as it may determine to be in the best interest of the Agency in accordance with the terms of the Financing Documents. In addition to the Pledged Funds, the Obligations may be secured by such credit enhancement as the Board of Directors determines to be appropriate pursuant to the Financing Documents. The Obligations may be issued as capital appreciation bonds, current interest bonds, term bonds, serial bonds, variable bonds or any combination thereof, all as shall be determined pursuant to the Financing Documents. (D) Prior to the preparation of definitive Obligations of any series, the Board of Directors may issue interim receipts, interim certificates or temporary Obligations, exchangeable for definitive Obligations when such Obligations have been executed and are available for delivery. The Board of Directors may also provide for the replacement of any Obligations which shall become mutilated, or be destroyed or lost. Obligations may be issued without any other proceedings or the happening of any other conditions or things than those proceedings, conditions or things which are specifically required by this Charter Agreement, the Financing Documents or other applicable laws. (E) The Board of Directors may enter into such swap, hedge or other similar arrangements relating to any Obligations as it deems appropriate. (F) The proceeds of any series of Obligations shall be used for such purposes, and shall be disbursed in such manner and under such restrictions, if any, as the Board of Directors may provide pursuant to the Financing Documents. (G) The Financing Documents may also contain such limitations upon the issuance of additional Obligations as the Board of Directors may deem appropriate, and such additional Obligations shall be issued under such restrictions and limitations as may be prescribed by such Financing Documents. The Financing Documents may contain such provisions and terms in relation to the Obligations and the Pledged Funds as the Board of Directors deems appropriate and which shall not be inconsistent herewith. (H) Obligations shall not be deemed to constitute a general obligation debt of the Agency or a pledge of the faith and credit of the Agency, but such Obligations shall be payable solely from the Pledged Funds and any moneys received from the credit enhancers of the Obligations, in accordance with the terms of the Financing Documents. The issuance of Obligations shall not directly or indirectly or contingently obligate the 21 Florida PACE Funding Agency Charter Agreement Agency to levy or to pledge any form of ad valorem taxation whatsoever therefor. No holder of any such Obligations shall ever have the right to compel any exercise of the ad valorem taxing power on the part of the Agency or any incorporating local government or subscribing local government to pay any such Obligations or the interest thereon or the right to enforce payment of such Obligations, or the interest thereon, against any property of the Agency, nor shall such Obligations constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Agency, except the Pledged Funds in accordance with the terms of the Financing Documents. (I) All Pledged Funds shall be deemed to be trust funds, to be held and applied solely as provided in the Financing Documents. Such Pledged Funds may be invested by the Agency in such manner as provided in the Financing Documents. (J) Any holder of Obligations, except to the extent the rights herein given may be restricted by the Financing Documents, may, either at law or in equity, by suit, action, mandamus or other proceeding, protect and enforce any and all rights under the laws of the State or granted hereunder or under the Financing Documents, and may enforce and compel the performance of all agreements or covenants required by this Charter Agreement, or by such Financing Documents, to be performed by the Agency or by any officer thereof. (K) From time to time the Agency may issue warrants, payable not from Pledged Funds, but as, if and when other legally available funds become available; or as otherwise authorized under the Financing Documents. (L) Obligations may be validated, at the sole discretion of the Board of Directors, pursuant to Chapter 75, Florida Statutes. Obligations may be issued pursuant to and secured by a resolution of the Board of Directors. Provided, however, the Agency's power and authority to issue its Obligations for proper, legal, and paramount public purposes in the amount not to exceed $2,000,000,000 in revenue bonds (various series), together with the validity of the Interlocal Agreement, and all of its terms, provisions and powers, the Pledged Funds, the power and authority of the Agency and any subscribing local government to enter into a Subscription Agreement, the provision, funding, and financing of Qualifying Improvements, the power and authority for local governments to enter into financing agreements and impose non -ad valorem assessments and the status of such non -ad valorem assessments as a lien of equal dignity to taxes and assessments as described in the Supplemental Act, and all matters associated therewith were required to be and were validated pursuant to Chapter 75, Florida Statutes, as soon as practicable after the execution of the Interlocal Agreement. 22 Florida PACE Funding Agency Charter Agreement (M) In addition to the other provisions and requirements of this Charter Agreement, any Financing Documents may contain such provisions as the Board of Directors deems appropriate. (N) All Obligations issued hereunder shall not be invalid for any irregularity or defect in the proceedings for the issuance and sale thereof and shall be incontestable in the hands of bona fide purchasers for value. No proceedings in respect to the issuance of such Obligations shall be necessary except such as are required by law, this Charter Agreement or the Financing Documents. The provisions of the Financing Documents shall constitute an irrevocable contract between the Agency and the holders of the Obligations issued pursuant to the provisions thereof. (0) Holders of Obligations shall be considered third party beneficiaries hereunder and may enforce the provisions of this Charter Agreement or general law. SECTION 2.10. MERGER; DISSOLUTION. (A) In no event shall a merger involving the Agency be permitted, unless otherwise approved by resolution of the local governments which are then members of the Agency pursuant to this Charter Agreement. (B) The dissolution of the Agency shall occur by law and transfer the title to all property owned by the Agency in a manner consistent with Chapter 189, Florida Statutes, unless (1) the Agency is merged into an independent special district as acknowledged herein, (2) this Charter Agreement is terminated pursuant to Section 3.02 hereof, or (3) as otherwise provided in a dissolution plan approved and adopted by resolution of the local governments which are then members of the Agency pursuant to this Charter Agreement. SECTION 2.11. ENFORCEMENT AND PENALTIES. The Board of Directors or any aggrieved person may have recourse to such remedies in law and equity as may be necessary to ensure compliance with the provisions of this Charter Agreement, including injunctive relief to mandate compliance with or enjoin or restrain any person violating the provisions of this Charter Agreement and any bylaws, resolutions, regulations, rules, codes, and orders adopted under this Charter Agreement, and the court shall, upon proof of such failure of compliance or violation, have the duty to issue forthwith such temporary and permanent injunctions as are necessary to mandate compliance with or prevent such further violations thereof. SECTION 2.12. TAX EXEMPTION. As the exercise of the powers conferred by this Charter Agreement to effect the purposes of this Charter Agreement constitute 23 Florida PACE Funding Agency Charter Agreement the performance of essential public functions, and as the programs of the Agency constitute public purposes as more particularly articulated in the Supplemental Act, all assets and properties of the Agency and all Obligations issued hereunder and interest paid thereon and all assessment proceeds, rates, fees, charges, and other revenues derived by the Agency from the activities, services, and programs provided for by this Charter Agreement or otherwise shall be exempt from all taxes by the State or any political subdivision, agency, or instrumentality thereof, except that this exemption shall not apply to interest earnings subject to taxation under Chapter 220, Florida Statutes. [Remainder of page intentionally left blank.] 24 Florida PACE Funding Agency Charter Agreement ARTICLE III GENERAL PROVISIONS SECTION 3.01. INTERLOCAL AGREEMENT PROVISIONS. This Charter Agreement constitutes a joint exercise of power, privilege or authority by and between the Incorporators and shall be deemed to be an "interlocal agreement" within the meaning of the Florida Interlocal Cooperation Act of 1969, as amended. This Charter Agreement shall be filed with the applicable clerk of the circuit court as provided by Section 163.01(11), Florida Statutes. SECTION 3.02. TERM OF AGREEMENT; DURATION OF AGREEMENT. (A) The term of this Charter Agreement shall commence as of the date first above written, and shall continue for so long as the Agency shall exist. (B) The Agency shall continue to exist so long as the Agency has Obligations outstanding. At such time as no Obligations are outstanding, the Agency may dissolve by a majority vote of the Board of Directors in a manner provided for herein. (C) So long as the Agency has Obligations outstanding, the members of the Agency covenant not to undertake any act or action to withdraw from or otherwise terminate this Charter Agreement; and any such action shall not be effective if such action would leave less than two (2) members. SECTION 3.03. AMENDMENTS AND WAIVERS. (A) Except as otherwise provided herein, no amendment, supplement, modification or waiver of this Charter Agreement shall be binding unless executed in writing by the Agency and the local governments which are then members of the Agency pursuant to this Charter Agreement. (B) To the extent the Agency has no outstanding bonds, Obligations or other evidence of indebtedness, this Charter Agreement may be amended or modified or provisions hereto waived upon the written consent of all the then members of the Agency as more particularly described in Section 2.01(B) hereof. (C) This Charter Agreement is fairly determined as not materially adverse to the holders of any Agency Obligations. Notwithstanding any other provision herein interpreted to the contrary, to the extent the Agency has outstanding Obligations or other evidence of indebtedness, this Charter Agreement may not be amended or modified in any way that is materially adverse to holders of such Obligations or other evidence of indebtedness without the consent in writing of the holders of at least two- thirds (2/3) or 25 Florida PACE Funding Agency Charter Agreement more in principal amount of such Obligations or other evidence of indebtedness then outstanding, or any trustee or insurer duly authorized to provide such consent on behalf of such holders. SECTION 3.04. NOTICES. (A) All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered (or confirmed electronic facsimile transmission) or mailed by registered or certified mail, postage prepaid, or sent by nationally recognized overnight courier (with delivery instructions for "next business day" service) to the Incorporators at the addresses appearing on their respective signature page. (B) Upon execution hereof all notices shall also be sent to the Agency, to the attention of its Chair, with a separate copy to the legal counsel and registered agent of the Agency. (C) Any of the Incorporators (including the Agency after execution hereof by the Incorporators) may, by notice in writing given to the others, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Any notice shall be deemed given on the date such notice is delivered by hand (or confirmed electronic facsimile transmission) or three days after the date mailed. SECTION 3.05. IMMUNITY; LIMITED LIABILITY. (A) All of the privileges and immunities from liability and exemptions from laws, ordinances and rules which apply to the activity of officials, officers, agents or employees of the general purpose local governments incorporating or by law deemed members of the Agency shall apply to the officials, officers, agents or employees of the Agency when performing their respective functions and duties under the provisions of this Charter Agreement. (B) The Agency and the general purpose local governments incorporating or by law deemed members of the Agency are and shall be subject to Sections 768.28 and 163.01(9)(c), Florida Statutes, and any other provisions of Florida law governing sovereign immunity. Pursuant to Section 163.01(5)(o), Florida Statutes, such local governments may not be held jointly or severally liable for the torts of the officers or employees of the Agency, or any other tort attributable to the Agency or another member of the Agency, and that the Agency alone shall be liable for any torts attributable to it or for torts of its officers, employees or agents, and then only to the extent of the waiver of sovereign immunity or limitation of liability as specified in Section 768.28, Florida 26 Florida PACE Funding Agency Charter Agreement Statutes. The general purpose local governments incorporating or by law deemed members of the Agency intend that the Agency shall have all of the privileges and immunities from liability and exemptions from laws, ordinances, rules and common law which apply to the municipalities and counties of the State. Nothing in this Charter Agreement is intended to inure to the benefit of any third -party for the purpose of allowing any claim, which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. (C) Neither any Incorporator nor any subsequent Subscribing Local Government shall in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the Agency, the Board of Directors or any other agents, employees, officers or officials of the Agency, except to the extent otherwise mutually and expressly agreed upon, and neither the Agency, the Board of Directors nor any other agents, employees, officers or officials of the Agency have any authority or power to otherwise obligate one or more of the Incorporators or Members of the Agency, nor any subsequently Subscribing Local Government in any manner. SECTION 3.06. BINDING EFFECT. All actions of the Agency heretofore are acknowledged and ratified as to effect. To the extent provided herein, this Charter Agreement shall be binding upon the parties, their respective successors and assigns and shall inure to the benefit of the parties, their respective successors and assigns. SECTION 3.07. SEVERABILITY. In the event any provision of this Charter Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable the Interlocal Agreement otherwise or any other provision hereof. SECTION 3.08. EXECUTION IN COUNTERPARTS. This Charter Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 3.09. APPLICABLE LAW. This Charter Agreement shall be governed by and construed in accordance with the laws of the State of Florida. SECTION 3.10. ENTIRE AGREEMENT. This Charter Agreement constitutes the entire updated, amended, codified and restated agreement among the parties pertaining to the subject matter hereof, and there are no warranties, representations or other agreements among the parties in connection with the subject matter hereof, except as specifically set forth herein. Incorporator Signature Page 27 Florida PACE Funding Agency Charter Agreement IN WITNESS WHEREOF, the undersigned have caused this Charter Agreement to be duly executed and entered into as of this date. BOARD OF COUNTY COMMISSIONERS OF FLACLER COUNTY, FLORIDA By: - `ate McLau• in ' air ATTEST: m� >xlcy, Clerk of the Circuit Court and Comptroller APPROVED AS TO FORM: AQ 1 Hadeed, County Attorney 28 Florida PACE Funding Agency Charter Agreement Incorporator Signature Page IN WITNESS WHEREOF, the undersigned have caused this Charter Agreement to be duly executed and entered into as of this date. THE CITY COMMISSION OF THE CITY OF KISSIMMEE, FLORIDA (SF.AL) By: Mayor ATTEST: L.% X _ City Clerk 29 Florida PACE Funding Agency Charter Agreement Agency Acknowledgment Page IN WITNESS WHEREOF, the undersigned on behalf of the Agency hereby accepts and acknowledges this Charter Agreement and the provisions set forth herein. FLORDIA PACE FUNDING AGENCY tr L t (SEAL) ALAC"Y By: L.,. Chair ATTE,S'I': 7 �r ` `" ' xecutive Director 30 EXHIBIT C -1 Green Corridor District Membership Agreement C-1 V\ NON - EXCLUSIVE INTERLOCAL AGREEMENT BETWEEN THE GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY (PACE) DISTRICT AND MONROE COUNTY, FLORIDA This Interlocal Agreement ( "Agreement ") is entered into this of of AJn 1, 2018 by and between the Green Corridor Property Assessment Clean Energy (PACE) District, a public body corporate and politic ( "Green Corridor "), and Monroe County, a political subdivision of the State of Florida ( "County ") collectively, the ( "Parties "), each one constituting a public agency as defined in Part I of Chapter 163, Florida Statutes, for the purpose of providing a PACE program within the County. RECITALS WHEREAS, Section 163.01, Florida Statutes, known as the "Florida Interlocal Cooperation Act of 1969" authorizes local governments to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities that will harmonize geographic, economic. population and other factors influencing the needs and development of local communities; and WHEREAS, Part I of Chapter 163, Florida Statutes, permits public agencies as defined therein to enter into interlocal agreements with each other to jointly exercise any power, privilege, or authority which such agencies share in common and which each might exercise separately; and WHEREAS, Section 163.08, Florida Statutes (the "PACE Statute ") authorizes financing of qualifying improvements through agreements for property to be subject to a voluntary, non -ad valorem special assessment process as the repayment mechanism, commonly known as "Property Assessed Clean Energy" or "PACE" assessments; and WHEREAS, on August 6, 2012, the Green Corridor was created as a separate legal entity pursuant to Section 163.01(7), Florida Statutes, to finance qualifying improvements, including energy conservation and efficiency, renewable energy, and wind resistance improvements, in accordance with the PACE Statute, as may be amended by law; and WHEREAS, the town of Cutler Bay, Village of Palmetto Bay, Village of Pinecrest, City of South Miami, Miami Shores Village, City of Coral Gables and City of Miami entered into an Interlocal Agreement ( "Interlocal Agreement "), establishing Green Corridor Property Assessment Clean Energy (PACE) District as a means of implementing and financing a qualifying improvements program for energy and water conservation and efficiency, renewable 1 energy and wind - resistance improvements, and to provide additional services consistent with law, attached as Exhibit A; and WHEREAS, on March 21, 2018 the Monroe County Board of County Commissioners adopted the Monroe County Property Assessed Clean Energy Ordinance (PACE) ( "Ordinance "), and provided for certain consumer protections and requirements for PACE Providers; and WHEREAS, the County is concurrently adopting a Resolution authorizing the Green Corridor to provide PACE financing and funding to property owners for qualifying improvements within the County, in accordance with the PACE Statute and the Ordinance; and WHEREAS, the Parties have determined that entering into this Interlocal Agreement is in the best interest and welfare of the property owners within the County. NOW, THEREFORE, in consideration of the terms and conditions, promises and covenants hereinafter set forth, the Parties agree as follows: Section 1. Recitals Incorporated. The above recitals are true and correct and incorporated herein. Section 2. Purpose. The purpose of this Interlocal Agreement is to facilitate the financing of qualifying improvements for property owners within the County in accordance with the PACE Statute, and the Ordinance, by virtue of the County's joining the Green Corridor as a non - voting member and allowing the Green Corridor's existing PACE Program ( "Program ") to operate within the County. Pursuant to the Ordinance, this Interlocal Agreement shall be applicable within the unincorporated areas of Monroe County, and in all municipalities that have not adopted an ordinance governing any or all of the subject matter of the Ordinance, regardless of the time of passage of the municipal ordinance ( "participating municipalities "). Section 3. Qualifying Improvements. The County shall allow the Green Corridor to provide financing of qualifying improvements, including energy conservation and efficiency, renewable energy, and wind resistance improvements, as defined in the PACE Statute, as may be amended by law, on properties within the County and participating municipalities. Section 4. Non - Exclusive. The Green Corridor Program is non - exclusive, meaning the County specifically reserves the right to participate with or join any other entity providing a similar program or create its own program under the PACE Statute. 2 Section 5. Assessment by the Green Corridor; County Collection Ministerial. The Parties hereto acknowledge and agree that the non -ad valorem assessments arising from a property owner's voluntary participation in the Program are imposed by the Green Corridor and not the County. Additionally, the Parties agree that the County's collection and distribution of any non -ad valorem assessments imposed by the Green Corridor are purely ministerial acts. Section 6. Creation of State, County, or Municipal Debts Prohibited. The County and participating municipalities shall not incur nor ever be requested to authorize any obligations secured by special assessments associated with qualifying improvements imposed by the Green Corridor pursuant to the PACE Statute. No special purpose local government acting pursuant to the PACE Statute, the Ordinance, or this Agreement shall be empowered or authorized in any manner to create a debt as against the County and participating municipalities and shall not pledge the full faith and credit of the County and participating municipalities in any manner whatsoever. No revenue bonds or debt obligations of any special purpose local government acting pursuant to the PACE Statute, shall ever pledge or imply any pledge that the County or any participating municipality shall be obligated to pay the same or the interest thereon, nor state or imply that such obligations payable from the full faith and credit or the taxing power of the state, the County, or any participating municipality within the County as a result of the Ordinance or this Agreement. The issuance of revenue or refunding bonds by the Green Corridor under the provisions of law, the Green Corridor's governance documents, or any agreement or resolution shall not, as the result of the Ordinance or this Agreement, be deemed in any manner, directly or indirectly or contingently, to obligate the County and participating municipalities, to levy or to pledge any form of ad valorem taxation or other county or municipal revenues or to make any appropriation for their payment whatsoever. Section 7. Program Guidelines: The Parties agree that the Program to be offered in the County will be governed by the Ordinance and the Green Corridor's guidelines. If there is a conflict between the Green Corridor's guidelines and the Ordinance, the Ordinance shall control. Green Corridor will inform every property owner that by law these non -ad valorem assessments must be collected pursuant to sections 163.01, 163.08, 197.3632, and 197.3635, Florida Statutes; and, are not imposed by the County, any participating municipality, the property appraiser, nor the tax collector, and that they are levied and imposed solely by the Green Corridor, and only then upon voluntary application of the private property owner as expressly enabled, authorized and encouraged by the PACE Statute, as well as the Ordinance, to accomplish a compelling state interest with the Green Corridor's local government assistance. 3 Section 8. Opinion of Bond Counsel. Prior to the execution of this Agreement, the Green Corridor shall deliver to the County an "Opinion of Bond Counsel" stating that, based on the counsel's review of the bond validation judgment and the underlying bond documents, the Program's structure complies with the bond validation judgment and the underlying bond documents. The Green Corridor acknowledges that the County is relying on the Opinion of Bond Counsel in its decision to execute this Agreement. Section 9. Boundaries. Pursuant to this Agreement, the boundaries of the Green Corridor shall include the legal boundaries of the County, which boundaries may be limited, expanded, or more specifically designated from time to time by the County by providing written notice to the Green Corridor. As contemplated in the Interlocal Agreement (as defined below) and as supplemented by this Agreement, the Green Corridor will, on a non - exclusive basis, levy voluntary, non ad valorem special assessments on the benefitted properties within the boundaries of the County and participating municipalities to help finance the costs of qualifying improvements for those individual properties. Those properties receiving financing for qualifying improvements shall be assessed from time to time, in accordance with the PACE Statute, the Ordinance, and other applicable law. Notwithstanding termination of this Agreement or notice of a change in boundaries by the County as provided for above, those properties that have received financing for qualifying improvements shall continue to be a part of the Green Corridor, until such time that all outstanding debt has been satisfied. Section 10. Financing Agreement. The Parties agree that the Green Corridor may enter into a financing agreement, pursuant to the PACE Statute and the Ordinance with property owner(s) who obtain financing through the Green Corridor within the County and participating municipalities. Notwithstanding any other provision in this Agreement, rates, fees and charges shall not exceed those contained in Chapter 687, Florida Statutes. Section 11. Responsibilities of the Green Corridor; Indemnification; Liability. a. All of the privileges and immunities from liability and exemptions from laws, ordinances and rules which apply to the activity of officials, officers, agents or employees of the Parties, and participating municipalities, shall apply to the officials, officers, agents or employees thereof when performing their respective functions and duties under the provisions of this Agreement. b. The County, participating municipalities, and the Green Corridor are and shall be subject to Sections 768.28 and 163.01(9)(c), Florida Statutes, and any other provisions of Florida law governing sovereign immunity. Pursuant to the PACE Statute and this Agreement, the local governments who are either the incorporators or members of the Green Corridor, or any subsequently served or participating local government shall not be held jointly liable for the torts of the 4 officers or employees of the Green Corridor, or any other tort attributable to the Green Corridor, and the Green Corridor alone shall be liable for any torts attributable to it or for torts of its officers, employees or agents, and then only to the extent of the waiver of sovereign immunity or limitation of liability as specified in Section 768.28, Florida Statutes. The County and the Green Corridor acknowledge and agree that the Green Corridor shall have all of the applicable privileges and immunities from liability and exemptions from laws, ordinances, rules and common law which apply to the municipalities and counties of the State. c. To the extent provided by law, the Green Corridor agrees to protect, defend, reimburse, indemnify and hold the County and participating municipalities, its agents, employees and elected officers (Indemnified Parties), and each of them free and harmless at all times from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney's fees, costs and expenses of whatsoever kind or nature (collectively, a "Claim ") whether arising in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, by reason of any act, omission or fault whether active or passive of the County or any participating municipality, of anyone acting under its direction or control, or on its behalf in connection with or incident to the performance of this Agreement. Green Corridor's aforesaid indemnity and hold harmless obligations, or portions or applications thereof, shall apply to the fullest extent permitted by law but in no event shall they apply to liability caused by the negligence or willful misconduct of the County or participating municipalities, its respective agents, servants, employees or officers, nor shall the liability limits set forth in 768.28, Florida Statutes, be waived. Nothing in this Agreement is intended to inure to the benefit of any third -party or for the purpose of allowing any claim, which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. In the event any Claim is brought against an Indemnified Party, the Green Corridor, shall upon written notice from an Indemnified Party, defend each Indemnified Party against each such Claim by counsel satisfactory to the Indemnified Party or, at the Indemnified Party's option, it may elect to provide its own defense. The obligations of this section shall survive the expiration or earlier termination of this Agreement. d. The Green Corridor is an independent local government. Neither the County, nor any participating municipality, who are served by the Green Corridor, shall in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the Green Corridor, its Board of Directors or any other agents, employees, officers or officials of the Green Corridor, except to the extent otherwise mutually and expressly agreed upon in writing. In addition, the Green Corridor, its Board of Directors or any other agents, employees, officers or officials of the Green Corridor shall have no authority or power to otherwise 5 obligate either the County, or any participating municipalities within the County served by the Green Corridor pursuant to the Ordinance. e. Notwithstanding the provisions of Sec. 768 .28, Florida Statutes, the participation of the County and the t his Agr and the acquisition of any commercial liability insurance coverage, self - insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. Section 12. Agreements with Tax Collector, Property Appraiser and Municipalities. The Green Corridor acknowledges that the County has no authority to bind the County Tax Collector and the County Property Appraiser, and the Green Corridor will be required to enter into separate agreement(s) therewith, which shall establish the fees (if any) to be charged by the Tax Collector and Property Appraiser for the collection or handling of the Program's special assessments. The Green Corridor also acknowledges that all incorporated municipalities in the County that have not adopted an ordinance governing any or all of the subject matter of the Ordinance will be included in the Program. As the County is made aware of such cases, the County will notify the Green Corridor of any municipality that will not be included in the Program, and that the Green Corridor will have no authority to operate the Program within such municipality under the terms of this Agreement and the Ordinance. Section 13. Resale or Refinancing of a Property. The Green Corridor recognizes that some lenders may require full repayment of the Program's special assessments upon resale or refinancing of a property subject to the Program's special assessments. The Green Corridor agrees to provide written disclosure of this matter to all property owners that may utilize the Program. Section 14. Term of Agreement; Duration of Agreement; No Exclusivity. a. The term of this Agreement shall commence as of the date first above written. b. The term shall continue so long as the Green Corridor has obligations outstanding which are secured by pledged revenues derived from financing agreements relating to any properties within the boundaries of the County and participating municipalities, or the Green Corridor has projects for qualified improvements underway therein; the applicable provisions, authority and responsibility under this Agreement reasonably necessary to carry out the remaining aspects of the Program and responsibilities of Green Corridor then underway, shall remain in effect and survive any termination until such time as those obligations and all associated remaining Green Corridor responsibilities are fulfilled (including, but not limited to, the collection of assessments in due course). Provided, however, 6 the Green Corridor's powers employed and exercised shall be non - exclusive, and the County, pursuant to the Ordinance, is free to and reserves the right to enter into or otherwise encourage or commence any other program for financing qualified improvements using non -ad valorem assessments. c. Notwithstanding subsection (b), either party may at any time terminate this Agreement upon sixty (60) days written notice provided as required by Section 17. Provided, however, no termination of this Agreement shall preclude the Green Corridor from exercising any of its power or authority after any termination, including without limiting the generality of the foregoing, that specifically associated with its mission or collection of any of its Obligations outstanding which are secured by pledged revenues derived from financing agreements. In the event the Green Corridor's rights under this Agreement to impose new non -ad valorem assessments shall ever end, then as of the effective date of the termination, all rights and obligations of the parties shall continue as specified in subsection (B) until such time as all Green Corridor's obligations, and all associated remaining Program responsibilities are fulfilled (including, but not limited to, the collection of assessments in due course). Section 15. Consent. This Agreement and any required resolution or ordinance of an individual Party shall be considered the County's consent to participate in the Program pursuant to the PACE Statute. Section 16. Voting Rights. The Parties agree that the County shall be a non - voting member of the Green Corridor for the term of this Agreement. Section 17. Notices. Any notices to be given here under shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: County: Monroe County ATTN: County Administrator 1100 Simonton Street, Suite 205 Key West, Florida 33040 7 With a copy to: Monroe County ATTN: County Attorney 1111 12th Street, Suite 408 Key West, Florida 33040 Green Corridor: Paul Winkeljohn, Executive Director Green Corridor 5385 Nob Hill Road Sunrise, Florida 33351 With a copy to: Program Counsel for the Green Corridor Weiss Serota Helfman Cole & Bierman, P.L. 2525 Ponce de Leon Boulevard, Suite 700 Coral Gables, Florida 33134 Section 18. Amendments. It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith by the Parties hereto. Section 19. Joint Effort. The preparation of this Agreement has been a joint effort of the Parties hereto and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. Section 20. Merger. This Agreement incorporates and includes all prior negotiations, correspondence, agreements, or understandings applicable to the matters contained herein; and the Parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. Section 21. Assignment. The respective obligations of the Parties set forth in this Agreement shall not be assigned, in whole or in part, without the written consent of the other Parties hereto. Section 22. Public Records. Green Corridor shall comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Green Corridor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Green Corridor in 8 conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by Green Corridor. Failure of Green Corridor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. Green Corridor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, Green Corridor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Green Corridor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of Green Corridor or keep and maintain public records that would be required by the County to perform the service. If Green Corridor transfers all public records to the County upon completion of the contract, Green Corridor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Green Corridor keeps and maintains public records upon completion of the contract, Green Corridor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify Green Corridor of the request, and Green Corridor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. IF THE GREEN CORRIDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO GREEN CORRIDOR' S DUTY TO 9 PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292 -3470 Section 23. No Third Party Beneficiaries. It is the intent and agreement of the Parties that this Agreement is solely for the benefit of the Parties and participating municipalities under the Ordinance and no other party or entity shall have any rights or privileges hereunder. Section 24. Severability. In the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective. Section 25. Administrator Indemnification; Additional Insured. a. The Green Corridor will promptly request and obtain from its administrator, Ygrene Energy Fund Florida LLC ( "Ygrene "), and any subsequent administrator, a separate indemnification agreement as to its actions and activities on behalf of the Green Corridor concerning all of the subject matter of this Agreement for the benefit of the County and participating municipalities. The form of the indemnification agreement shall be approved by the County Attorney's Office, prior to the administrator assuming responsibilities for the Green Corridor pursuant to this agreement. b. The Green Corridor will promptly request and obtain from its administrator, Ygrene, and any subsequent administrator, and provide the County a certificate showing the County as an additional insured for the coverages the Green Corridor requires of its administrator, which are currently: Worker's Compensation Statutory Employer's Liability $1,000,000 Commercial General Liability $1,000,000 per occurrence $1,000,000 aggregate Commercial Auto Liability $1,000,000 combined single limit Professional Liability (E &O) $1,000,000 per occurrence $2,000,000 aggregate c. The statement or certificate evidencing the County is named as an additional insured will include a standard insurance industry statement prohibiting cancellation, termination, or modification of the policy or a reduction of coverage without first giving the County (as an additional insured) at least ten (10) days prior written notice of such proposed action. Section 26. Insurance by the Green Corridor. Without waiving the right to sovereign immunity as provided by Section 768.28, Florida Statute, the Green Corridor 10 acknowledges to be self - insured for General Liability and Automobile Liability under Florida sovereign immunity statutes with coverage limits of $200,000 Per Person and $300,000 Per Occurrence; or such monetary waiver limits that may change and be set forth by the legislature. In the event the Green Corridor maintains third -party Commercial General Liability and Business Auto Liability in lieu of exclusive reliance of self - insurance under Section 768.28 Florida Statute, the Green Corridor shall agree to maintain said insurance policies at limits not less than $500,000 combined single limit for bodily injury or property damage. Green Corridor agrees to maintain or to be self - insured for Workers' Compensation & Employer's Liability insurance in accordance with Section 440, Florida Statutes. When requested, Green Corridor shall agree to provide an affidavit or Certificate of Insurance evidencing insurance, self - insurance and/or sovereign immunity status, which County agrees to recognize as acceptable for the above mentioned coverage. Compliance with the foregoing requirements shall not relieve the Green Corridor of its liability and obligations under this Agreement. Section 27. Venue. The venue of any legal or equitable action that arises out of or relates to this Agreement shall be in the appropriate state court in Monroe County, Florida. In any such action, Florida law shall apply. BY ENTERING INTO THIS AGREEMENT, THE GREEN CORRIDOR AND COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. IF THE GREEN CORRIDOR FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT OF THIS AGREEMENT AFTER WRITTEN NOTICE BY THE COUNTY OF VIOLATION OF THIS SECTION, THE GREEN CORRIDOR SHALL BE LIABLE FOR THE REASONABLE ATTORNEYS' FEES AND COSTS OF THE COUNTY IN CONTESTING THE REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS SHALL BE AWARDED BY THE COURT IN ADJUDICATING THE MOTION. Section 28. Effective Date. This Agreement shall become effective upon the execution by the Parties hereto. Section 29. Delegation of Duty. Nothing contained herein shall be deemed to authorize the delegation of the constitutional or statutory duties of state, county, or city officers. Section 30. Recording. This Agreement shall be recorded by the Green Corridor with the Clerk of the Circuit Court in Monroe County, Florida, and Miami -Dade County, Florida. Section 31. Nondiscrimination. County and Green Corridor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, 11 effective the date of the court order. Green Corridor agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88- 352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s.794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Section 32. Captions. The captions and section designations herein set forth are for convenience only and shall have no substantive meaning. Section 33. Attorney's Fees and Costs. The County and Green Corridor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out -of- pocket expenses, as an award against the non - prevailing party, and shall include attorney's fees, courts costs, investigative, and out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Section 34. Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and n etweeter -and their respective legal representatives, successors, and assigns. 60 r + col 12 Section 35. Adjudication of Disputes or Disagreements. County and Green Corridor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. Section 36. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Green Corridor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Green Corridor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Section 37. Covenant of No Interest. County and Green Corridor covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. Section 38. Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Section 39. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Section 40. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. 13 Section 41. Mutual Review. This agreement has been carefully reviewed by Green Corridor and the County, therefore this agreement is not to be construed against either party on the basis of authorship. [signature page follows] 14 IN WITNESS WHEREOF, the undersigned have caused this Non - Exclusive Interlocal Agreement to be duly executed and entered into as of the date first above written. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY �r e 0 � _ By: - 1 r David Rice, Ma r Attest: '"' Approved as to form: l iDle — • A'brAitild— C t-4'e: Clerk L I C 1 Assis . • "o ty Attorney Q_( C , q., ATTEST: GREEN CORRIDOR PROPERTY , ASSES MENT C EAN ENERGY / (PAC 3) ) IST % C I By: � / By: B / Air vrV b strict Sect.; Y ry ' xecutive Director APPROVED AS TO FORM 4 AND LEGAL SUFFICIENCY: z r te - CD - T Mt ± - 1 0 `\ 1 c-, Weiss Sero* Helfman a o Cole & Bierman P.L., District Attorney =i ,, c [SIGNATURE PAGE TO MEMBERSHIP AGREEMENT] 15 Exhibit C -1 w WEISS SEROTA HELFMAN COLE & BIERMAN AT THE CROSSROADS OF BUSINESS, GOVERNMENT & THE LAW CHAD S. FRIEDMAN, MEMBER CFriedman(wsh- Iaw.com March 29, 2018 Via Federal Express Rhonda Haag Monroe County Director Sustainability and Projects 102050 Overseas Highway, Ste. 246 Key Largo, FL 33037 Re: Green Corridor PACE District Membership Agreement Dear Ms. Haag: Enclosed are three original copies of the Membership Agreement between the Green Corridor PACE District and Monroe County. Please date and sign each agreement. Once the agreements have been executed, kindly forward one original to Mr. Paul Winkeljohn at GMS, 5385 N. Nob Hill Road, Sunrise, Florida 33351, and email a copy to my attention at marcher@wsh- law.com. If there is anything else you may need, please let us know. Please note that we have replaced the word "Contractor" to "Green Corridor" throughout the agreement, as the term "Contractor" was not defined in the agreement. In addition, the additional documents (opinion of bond counsel, indemnification, insurance coverage, and) required by sections 8, 25, and 26 if the agreement are forthcoming. Sincer 1y, 72 , Mayra . Archer Legal Assistant to Chad S. Friedman Enclosures mea/2187.003 cc: Crystal Crawford (via email) Emily Goodwin (via email) Jennifer McConnell (via email) Kate Wesner (via email) Paul Winkeljohn (via email) 2525 Ponce de Leon Blvd., Suite 700, Coral Gables, FL 33134 1 305-854-0800 1 www.wsh law.com EXHIBIT C -2 Amended and Restated Interlocal Agreement between the Town of Cutler Bay, Village of Palmetto Bay, Village of Pinecrest, City of South Miami, Miami Shores Village, City of Coral Gables and City of Miami C -2 Exhibit C -2 IIIIIIIiIIIIIIIIIIIIII IIIIIIIIIIIIIIi1IIIIil CFN 2012R0550022 OR Bk 28217 Ns 0312 - 333► (22ass) AMENDED AND RESTATEDI RECORDED 08/06 /2012 12:20:13 iV' RUVIN, CLERK OF COURT INTERLOCAL AGREEMENT BETWEEN THE TO COUNTY, FLORIDA CUTLER BAY, VILLAGE OF PALMETTO BAY, VILLAGE OF PINECREST, CITY OF SOUTH MIAMI, MIAMI SHORES VILLAGE, CITY OF CORAL GABLES & CITY OF MIAMI This Amended and Restated Interlocal Agreement (the "Interlocal Agreement ") is entered into between the Town of Cutler Bay, Florida, a Florida municipal corporation; Village of Palmetto Bay, Florida, a Florida municipal corporation; Village of Pinecrest, a Florida municipal corporation; City of South Miami, a Florida municipal corporation; Miami Shores Village, a Florida municipal corporation; City of Coral Gables, a Florida municipal corporation, and the City of Miami, a Florida municipal corporation (Collectively, the "Parties "). RECITALS WHEREAS, Section 163.01, Florida Statutes, the "Florida Interlocal Cooperation Act of 1969," authorizes local government units to enter into interlocal agreements for the mutual benefit of governmental units; and WHEREAS, Section 163.01 (7), Florida Statutes, allows for the creation of a "separate legal entity" constituted pursuant to the terms of the interlocal agreement to carry out the purposes of the interlocal agreement for the mutual benefit of the governmental units; and WHEREAS, the Parties desire to enter into an interlocal agreement creating a separate legal entity entitled the Green Corridor Property Assessment Clean Energy (PACE) District, hereinafter referred to as the "District;" and WHEREAS, Section 166.021, Florida Statutes, authorizes the Parties to exercise any power for municipal purposes, except when expressly prohibited by law; and WHEREAS, Section 163.08, Florida Statutes, provides that a "local government," defined as a county, municipality, a dependent special district as defined in Section 189.403, Florida Statutes, or a separate legal entity created pursuant to Section 163.01(7), Florida Statutes may finance energy related "qualifying improvements" through voluntary assessments; and 1 This Interlocal Agreement restates and amends an interlocal agreement approved by the Town of Cutler Bay, Village of Palmetto Bay, Village of Pinecrest, and City of South of Miami, which was not recorded and thus never became effective. Therefore, this Interlocal Agreement, upon recordation, shall serve as the Interlocal Agreement establishing the Green Corridor Property Assessment Clean Energy (PACE) District created pursuant to Section 163.01(7), Florida Statutes. 1 9 WHEREAS, Section 163.08, Florida Statutes, provides that improved property that has been retrofitted with energy - related qualifying improvements receives the special benefit of alleviating the property's burden from energy consumption and assists in the fulfillment of the state's energy and hurricane mitigation policies; and WHEREAS, Section 163.08(5), Florida Statutes, provides that local governments may enter into a partnership with one or more local governments for the purpose of providing and financing qualifying improvements; and WHEREAS, the Parties to this Interlocal Agreement have expressed a desire to enter into this Interlocal Agreement in order to authorize the establishment of the District as a means of implementing and financing a qualifying improvements program within the District; and WHEREAS, the Parties have determined that it is necessary and appropriate to create the District and to clarify various obligations for future cooperation between the Parties related to the financing of qualifying improvements within the District; and WHEREAS, the Parties agree and understand that each member of the District will have complete control over the administration, governance, and implementation of their own PACE program, which includes, but is not limited to, the ability to review and approve program documents, marketing strategies, and determining eligible property types and improvements; and WHEREAS, the Parties have determined that it shall serve the public interest to enter into this Interlocal Agreement to make the most efficient use of their powers by enabling them to cooperate on a basis of mutual advantage to provide for the financing of qualifying improvements within the District. NOW, THEREFORE, in consideration of the terms and conditions, promises and covenants hereinafter set forth, the Parties agree as follows: Section 1. Recitals Incorporated. The above recitals are true and correct and incorporated herein. Section 2. Purpose. The purpose of this Interlocal Agreement is to consent to and authorize the creation of the District, pursuant to Section 163.08, Florida Statutes in order to facilitate the financing of qualifying improvements for property owners within the District. The District shall be a separate legal entity, pursuant to Section 163.01(7), Florida Statutes. Section 3. Qualifying Improvements. The District shall allow the financing of qualifying improvements as defined in Section 163.08, Florida Statutes. Section 4. Enabling Ordinance or Resolution. The Parties to this Interlocal Agreement agree to approve and keep in effect such resolutions and ordinances as may be necessary to approve, create and maintain the District. Said ordinances and resolutions shall include all of the provisions as provided for in Sections 163.01 and 2 • 163.08, Florida Statutes, for the creation of a partnership between local governments as a separate legal entity. The District shall be created upon the execution of this Interlocal Agreement by the Parties hereto and the adoption of an ordinance or resolution of support by the Parties establishing the District. Additional local governments may join in and enter into this Interlocal Agreement by approval of two - thirds of the members of the Board (as defined in Section 6 below), execution of this Interlocal Agreement and adoption of an ordinance or resolution of support establishing the District. Section 5. District Boundaries. The boundaries of the District shall be the legal boundaries of the local governments that are Parties to this Interlocal Agreement. As contemplated in this Interlocal Agreement, the District will levy voluntary assessments on the benefitted properties within the boundaries of the District to help finance the costs of qualifying improvements for those individual properties. Upon petition by the landowners of individual properties desiring to be benefited, those properties receiving financing for qualifying improvements shall be assessed from time to time, in accordance with the applicable law. Notwithstanding a Parties termination of participation within this Interlocal Agreement, those properties that have received financing for qualifying improvements shall continue to be a part of the District, until such time that all outstanding debt has been satisfied. Section 6. Governing Board of the District. The District shall be governed by a governing board (the "Board, ") which shall be comprised of property owners or elected officials within the jurisdictional boundaries of the Parties to this Interlocal Agreement and one at large property owner from within the District. The maximum number of members of the Board serving at any given time shall be no more than seven (7) and the minimum number of members shall be not Tess than three (3), Notwithstanding the foregoing, the maximum number of members on the Board may be increased by a two - third majority vote of the Board. The initial Board shall serve for an initial four (4) year term and shall consist of one (1) representative appointed by each Party from within their jurisdictional boundaries. The initial at large member of the Board shall be appointed by a majority vote of the Board. All subsequent renewal terms shall be for four (4) years. Following the initial Board appointments, the Parties to this Interlocal Agreement shall nominate appointees to be elected to the Board by current sitting Board members. In the event a Board member is no longer eligible to serve on the Board, that Party to this Interlocal Agreement shall appoint a replacement to fulfill the remaining term of that member. The Board's administrative duties shall include all duties necessary for the conduct of the Board's business and the exercise of the powers of the District as provided in Section 11. Section 7. Decisions of the Board. Decisions of the Board shall be made by majority vote of the Board. The Board may adopt rules of procedure. In the absence of the adoption of such rules of procedure, the fundamental parliamentary procedures of Roberts Rules of Order shall apply. Section 8. District Staff and Attorney. The Town Manager of Cutler Bay shall serve as the staff to the District. In addition, the Town Attorney for Cutler Bay shall 3 serve as the counsel to the District. To the extent not paid by the Third Party Administrator of the District (the "TPA "), all of the District's staff and attorney expenses shall be borne by the Town of Cutler Bay. After the District has been operating for two years, the Board may choose to hire different District staff and /or Attorney. If the Board chooses to hire different District staff and /or Attorney, the Town of Cutler Bay will no longer pay for the staff and /or attorney expenses to the extent they are not paid by the TPA. Section 9. Financing Agreement. The Parties agree that the District shall enter into a financing agreement, pursuant to Section 163.08(8), Florida Statutes, with property owner(s) who obtain financing through the District. Section 10. Procurement. The Parties agree and understand that the initial procurement for the TPA for the District was performed by the Town of Cutler Bay in accordance with its adopted competitive procurement procedures (Request for Proposal 10 -05). The Parties further agree and understand that the Town of Cutler Bay has selected Ygrene Energy Fund, Florida, LLC (the "Ygrene ") as the initial TPA. The Town of Cutler Bay, on the behalf of the District, has entered into an Agreement between the Town of Cutler Bay and Ygrene, dated August 16, 2011, which was assigned to the District. Section 11. Powers of the District. The District shall exercise any or all of the powers granted under Sections 163.01 and 163.08, Florida Statutes, as may be amended from time to time, which include, without limitation, the following: a. To finance qualifying improvements within the District boundaries; b. In its own name to make and enter into contracts; c. To employ agencies, employees, or consultants; • d. To acquire, construct, manage, maintain, or operate buildings, works, or improvements; e. To acquire, hold, or dispose of property; f. To incur debts, liabilities, or obligations which do not constitute the debts, liabilities, or obligations of any of the Parties to this Interlocal Agreement; g. To adopt resolutions and policies prescribing the powers, duties, and functions of the officers of the District, the conduct of the business of the District, and the maintenance of records and documents of the District; h. To maintain an office at such place or places as it may designate within the District or within the boundaries of a Party to this Interlocal Agreement; To cooperate with or contract with other governmental agencies as may be necessary, convenient, incidental, or proper in connection with any of 4 the powers, duties, or purposes authorized by Section 163.08, Florida Statutes, and to accept funding from local and state agencies; j. To exercise all powers necessary, convenient, incidental, or proper in connection with any of the powers, duties, or purposes authorized in Section 163.08, Florida Statutes; and k. To apply for, request, receive and accept gifts, grants, or assistance funds from any lawful source to support any activity authorized under this Agreement. Section 12. Quarterly Reports. A quarterly report of the District shall be completed in accordance with generally accepted Government Auditing Standards by an independent certified public accountant. At a minimum, the quarterly report shall include a balance sheet, statement of revenues, expenditures and changes in fund equity and combining statements prepared in accordance with generally accepted accounting principles. All records such as, but not limited to, construction, financial, correspondence, instructions, memoranda, bid estimate sheets, proposal documentation, back charge documentation, canceled checks, reports and other related records produced and maintained by the District, its employees and consultants shall be deemed public records, and shall be made available for audit, review or copying by a Party to this Interlocal Agreement upon reasonable notice. Section 13. Term. This Interlocal Agreement shall remain in full force and effect from the date of its execution; provided, however, that any Party may terminate its involvement in the District and its participation in this Interlocal Agreement upon ten (10) days' written notice to the other Parties. Should a Party terminate its participation in this Interlocal Agreement, be dissolved, abolished, or otherwise cease to exist, the District and this Interlocal Agreement shall continue until such time as all remaining Parties agree to terminate. Section 14. Consent. This Interlocal Agreement and any required resolution or ordinance of an individual Party shall be considered the Parties' consent to the creation of the District as required by Sections 163.01 and 163.08, Florida Statutes. Section 15. Liability. The Parties hereto shall each be individually and separately liable and responsible for the actions of its own officers, agents and employees in the performance of their respective obligations under this Interlocal Agreement. Except as specified herein, the Parties shall each individually defend any action or proceeding brought against their respective agency pursuant to this Interlocal Agreement and shall be individually responsible for all of their respective costs, attorneys' fees, expenses and liabilities incurred as a result of any such claims, demands, suits, actions, damages and causes of action, including the investigation or the defense thereof, and from and against any orders, judgments or decrees which may be entered as a result thereof. The Parties shall each individually maintain throughout the term of this Interlocal Agreement any and all applicable insurance coverage required by Florida law for governmental entities. Nothing in this Agreement shall be construed 5 to affect in any way the Parties' rights, privileges, and immunities, including the monetary limitations of liability set forth therein, under the doctrine of "sovereign immunity" and as set forth in Section 768.28 of the Florida Statutes. Section 16. Indemnification. The Parties agree that the TPA for the District shall always indemnify and hold harmless the Parties and the District. The Parties understand and acknowledge that the indemnification provisions included in Section 11 "Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated August 16, 2011, which will be assigned to the District, extend to all of the members of the District. Section 17. Notices. Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or it must be given by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: If to • See Attachment With a Copy to: See Attachment Section 18. Amendments. It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto and the District. 6 Section 19. Filing. It is agreed that this Interlocal Agreement shall be filed with the Clerk of the Circuit Court of Miami -Dade County, as required by Section 163.01(11), Florida Statutes. Section 20. Joint Effort. The preparation of this Interlocal Agreement has been a joint effort of the Parties hereto and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. Section 21. Merger. This Interlocal Agreement incorporates and includes all prior negotiations, correspondence, agreements or understandings applicable to the matters contained herein; and the Parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Interlocal Agreement that are not contained in this document. Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written It is further agreed that no change, amendment, alteration or modification in the terms and conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith by all Parties to this Interlocal Agreement. Section 22. Assignment. The respective obligations of the Parties set forth in this Interlocal Agreement shall not be assigned, in whole or in part, without the written consent of the other Parties hereto. Section 23. Records. The Parties shall each maintain their own respective records and documents associated with this Interlocal Agreement in accordance with the requirements for records retention set forth in Chapter 119, Florida Statutes. Section 24. Governing Law and Venue. This Interlocal Agreement shall be governed, construed and controlled according to the laws of the State of Florida. Venue for any claim, objection or dispute arising out of the terms of this Interlocal Agreement shall be proper exclusively in Miami -Dade County, Florida. Section 25. Severability. In the event a portion of this Interlocal Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective. Section 26. Third Party Beneficiaries. This Interlocal Agreement is solely for the benefit of the Parties and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in the Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the Parties any right, remedy, or claims under or by reason of this Interlocal Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the Parties. 7 Section 27. Effective Date. This Interlocal Agreement shall become effective upon the execution by the Parties hereto and recordation in the public records of the applicable county. [Remainder of page intentionally left blank.] 8 IN WITNESS WHEREOF, the Parties hereto have made and executed this Interlocal Agreement on this Q,t}''ZIay of st,(ky , 2012. 0* C U 7.4 A. o 'CORPORATED ATTEST: 2005 TOWN OF CUTLER BAY, a municipal corporation of the State of Florida BY: -- FOP BY: Town Clerk Town anager (Affix Town Seal) Approved by Town Attorney as to form and legal sufficiency Town Attorney 9 Section 16. Indemnification. The Parties agree that the TPA for the District shall always indemnify and hold harmless the Parties and the District. The Parties understand and acknowledge that the indemnification provisions included in Section 11 "Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated August 16, 2011, which will be assigned to the District, extend to .all of the members of the District. Section 17. Notices. Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or it must be given by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: If to Cutler Bay: Town Manager Town of Cutler Bay 10720 Caribbean Boulevard, Suite 105 Town of Cutler Bay, Florida 33189 With a Copy to: Weiss Serota Helfman Pastoriza Cole & Boniske, P.L. 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, Florida 33134 Section 18. Amendments. It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto and the District. 6 IN WITNESS WHEREOF, the Parties hereto have made and executed this Interlace] Agreement on .• Z 1 day of ?K N`( , 2012. �� CU ti ,, `CORPORATE ?< 2005 ATTEST: TOWN OF CUTLER BAY, a municipal cor poration of the State of Florida BY: lit \'` ► 1, BY: 4a-s_ Town -rk Town Manager (Affix Town Seal) Approved by Town Attorney as to form and legal sufficiency Town Attorney ATTEST: VILLAGE OF PINECREST, a municipal corporation of the State of Flo / -/ BY: BY: , _ Gui� In anzo, Jr,, CMC ano Gom-z, I MA -CM Village Cle k Village Manager (Affix eal) ut Approved by Tevtm Aftorney as to form and legal sufficiency ` T g - 9 "Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated August 16, 2011, which will be assigned to the District, extend to all of the members of the District. Section 17. Notices. Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or it must be given by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: If to Cutler Bay: Town Manager Town of Cutler Bay 10720 Caribbean Boulevard, Suite 105 Town of Cutler Bay, Florida 33189 With a Copy to: Weiss Serota Helfman Pastoriza Cole & Boniske, P.L. 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, Florida 33134 \I \k ! in con . Sew kf l \1 oft, o+ e, Let. c e tKit crest j {t. St.0 Section 18. Amendments. It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto and the District. Section 19. Filing. It is agreed that this Interlocal Agreement shall be filed with the Clerk of the Circuit Court of Miami -Dade County, as required by Section 163.01(11), Florida Statutes. 6 • IN WITNESS WHEREOF, the Parties hereto have made and executed this Interlocal Agreement on th' . _ day of 7 ".\ 1 , 2012. C 1 1 ? r C° Y ' O RPORATED 2005 ATTEST: OWN OF CUTLER BAY, a municipal orporation of the State of Florida FLORIDP BY: (&II. BY: c- \ 1- c Cheri( Town anager (Affix Town Seal) Approved by Town Attorney as to form and legal sufficiency Town Attorney ATTEST: CITY OF SOUTH MIAMI, a municipal corporation of the State of Florida BY: 6-.4,01 �V t ///7 / ty Clerk / ' ity + ana r (Affix Town Seal) Approved by City Attorney as to form and legal sufficiency elkertaity Attorne,' f 9 • Section 16. Indemnification. The Parties agree that the TPA for the District shall always indemnify and hold harmless the Parties and the District. The Parties understand and acknowledge that the indemnification provisions included in Section 11 "Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated August 16, 2011, which will be assigned to the District, extend to all of the members of the District. Section 17. Notices. Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or it must be given by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: If to Cutler Bay: Town Manager Town of Cutler Bay • 10720 Caribbean Boulevard, Suite 105 Town of Cutler Bay, Florida 33189 • With a Copy to: Weiss Serota Helfman Pastoriza Cole & Boniske, , P.L. 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, 'Florida •, 7 h'i 6,t t. c.r-y at' farm Mi kM p 3a .CW5 - . a2. <o Jim .k, tet ?3 / Section 18. Amendments. It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto and the District. 6 IN WITNESS WHEREOF the • - -reto have made and executed this Interlocal Agreement on this. -y of , 2012. ATTEST: VILLAGE OF PALMETTO BAY, a municipal corporation of the Sta e of Flor'd - B ,�.i t ALL 1 BY: ii i iiir Clerk Village . a `ag - (Affix Village Seal) 1rt Approved by: yillgbe Attbrney as to form, p I,e a{ suffi iency: I ` '� illage Attorney i. ' ..'1' i 9 Section 17. Notices. Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or it must be given by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: If to Cutler Bay: Town Manager Town of Cutler Bay 10720 Caribbean Boulevard, Suite 105 Town of Cutler Bay, Florida 33189 With a Copy to: Weiss Serota Helfman Pastoriza Cole & Boniske, P.L. 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, Florida 33134 U sti a� Prft -A s f7V 4.91 q? C F. h'/ .6'scv.S s% AL/ 441, FL 73/ 37 Section 18. Amendments. It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto and the District. Section 19. Filing. It is agreed that this Interlocal Agreement shall be filed with the Clerk of the Circuit Court of Miami -Dade County, as required by Section 163.01(11), Florida Statutes. Section 20. Joint Effort. The preparation of this Interlocal Agreement has been a joint effort of the Parties hereto and the resulting document shall not, solely as a 6 IN WITNESS WHEREOF, the Parties hereto have made and executed this Interlocal Agreement on this 30 day of Ts/4 y , 2012. ATTEST: MIAMI SHORES VILLAGE, a municipal corporation of the State of Florida BY: .4106 141/ . / BY: ‘, Village Clerk Village Manager oott. , (Affix Village Seal) g r z.,, " 10 Section 16. Indemnification. The Parties agree that the TPA for the District shall always indemnify and hold harmless the Parties and the District. The Parties understand and acknowledge that the indemnification provisions included in Section 11 "Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated August 16, 2011, which will be assigned to the District, extend to all of the members of the District. Section 17. Notices. Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or it must be given by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: If to Cutler Bay: Town Manager Town of Cutler Bay 10720 Caribbean Boulevard, Suite 105 Town of Cutler Bay, Florida 33189 With a Copy to: Weiss Serota Helfman Pastoriza Cole & Boniske, P.L. 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, Florida 33134 If to Miami Shores Village: Village Manager Miami Shores Village 10050 N.E. 2nd Avenue Miami Shores, FL 33138 With a Copy to: Richard Sarafan, Esquire Genovese Joblove & Batista 100 S.E. Second Street, 44 Floor Miami, FL 33131 Section 18. Amendments. It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto and the District. 6 IN WITNESS WHEREOF, the Parties hereto have made and executed this Interlocal Agreement on this Z day of , 2012. • ATTEST: CITY OF MIAMI, a municipal 0 a' 1 corporation of the State of Florida � BY` \J 11 " B City Clerk- triscAla A• . y ..nager (Affix City Seal) Approved by City Attorney as to form and legal sufficiency 7,4 City Attorney • 9 Section 16. Indemnification. The Parties agree that the TPA for the District shall always indemnify and hold harmless the Parties and the District. The Parties understand and acknowledge that the indemnification provisions included in Section 11 "Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated August 16, 2011, which will be assigned to the District, extend to all of the members of the District. Section 17. Notices. Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or it must be given by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: If to City of Miami: Johnny Martinez City Manager City of Miami 3500 Pan American Dr. ❑ Miami, Florida 33133 With a Copy to: Julie O. Bru Office of the City Attorney 444 SW 2nd Avenue, Suite 952 Miami, Florida 33130 • Section 18. Amendments. It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto and the District. 6 IN WITNESS WHEREOF the Parties hereto have made and executed this Interlocal Agreement on this day of J l , 2012. The City's execution of this Agreement is subject to Resolution 2012 405, which establishes the properties within Coral Gables that may participate in the District. A copy of the Resolution is attached hereto, and incorporated herein. ATTEST: CITY OF CORAL GABLES, a municipal corporation of the State of Florida BY. 40 BY: ___ ty Clerk Ap City Manager • • (.A c Towi Seal) Approved by City Attorney as to form and legal sufficiency City Attorney 9 OR Bk 28217 PG 0333 LAST PAGE Section 16. Indemnification. The Parties agree that the TPA for the District shall always indemnify and hold harmless the Parties and the District. The Parties understand and acknowledge that the indemnification provisions included in Section 11 "Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated August 16, 2011, which will be assigned to the District, extend to all of the members of the District. Section 17. Notices. Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or it must be given by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: If to Cutler Bay: Town Manager Town of Cutler Bay 10720 Caribbean Boulevard, Suite 105 Town of Cutler Bay, Florida 33189 With a Copy to: Weiss Serota Helfman Pastoriza Cole & Boniske, P.L. 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, Florida 33134 If to Coral Gables City Manager City of Coral Gables 405 Biltmore Way Coral Gables, Florida 33134 With a Copy To: City Attorney City of Coral Gables 405 Biltmore Way Coral Gables, Florida 33134 Section 18. Amendments. It is further agreed that no modification, amendment or alteration in the terms or conditions herein shall be effective unless contained in a written document executed by the Parties hereto and the District. 6 EXHIBIT D -1 Florida Resiliency and Energy District Limited Purpose Party Membership Agreement D -1 NON - EXCLUSIVE INTERLOCAL AGREEMENT BETWEEN THE FLORIDA RESILIENCY AND ENERGY DISTRICT AND MONROE COUNTY, FLORIDA This Interlocal Agreement ( "Interlocal Agreement ") is entered into this IT h Y day of p r( 1 , 2018 by and between the Florida Resiliency and Energy District ( "FRED "), a public body corporate and politic, and Monroe County, a political subdivision of the State of Florida (County) collectively, the ( "Parties "), each one constituting a public agency as defined in Part I of Chapter 163, Florida Statutes, for the purpose of levying and collecting voluntary, non - ad valorem assessments for property owners participating in the Florida Development Finance Corporation ( "FDFC ") Property Assessed Clean Energy ( "PACE ") program (the "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, (PACE Statute) 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, the PACE statute authorizes financing of qualifying improvements through agreements for property to be subject to a voluntary, non -ad valorem special assessment process as the repayment mechanism, commonly known as Property Assessed Clean Energy or PACE; and I WHEREAS, an Interlocal Agreement, dated September 6, 2016, as amended and supplemented from time to time ( "FRED Agreement ") was entered into between the Town of Lake Clarke Shores, the City of Fernandina Beach, and any subsequent parties thereto (the "Public Agencies ") and, in the limited capacity described therein, the FDFC (`together with 1 the Public Agencies, the "Parties "), for the purpose of facilitating the financing of qualifying improvements for properties located within FRED's aggregate legal boundaries via the levy and collection of voluntary non -ad valorem special assessments on improved property, Attached as Exhibit "A "; and WHEREAS, on March 21, 2018, the Monroe County Board of County Commissioners adopted Ordinance No. 007 -2018 , entitled the Monroe County Property Assessed Clean Energy Ordinance (PACE Ordinance), and provided for certain consumer protections and requirements for PACE Providers; and WHEREAS, the County is concurrently adopting a Resolution authorizing the Program to provide PACE financing and funding with property owners for qualifying improvements within the County, in accordance with the PACE Statute and the Ordinance; and WHEREAS, the Parties have determined that entering into this Interlocal Agreement is in the best interest and welfare of the property owners within the County. NOW, THEREFORE, in consideration of the terms and conditions, promises and covenants hereinafter set forth, the Parties agree as follows: Section 1. Recitals Incorporated. The above recitals are true and correct and incorporated herein. Section 2. Purpose. The purpose of this Interlocal Agreement is to facilitate the financing of qualifying improvements for property owners within the County in accordance with the PACE Statute, and the Ordinance, by virtue of the County's joining FRED as a non - voting member and allowing the Program to operate within the County. Pursuant to the Ordinance, this Interlocal Agreement shall be applicable within the unincorporated areas of MONROE County, and in all municipalities that have not adopted an ordinance governing any or all of the subject matter of the Ordinance, regardless of the time of I passage of the municipal ordinance. Section 3. Qualifying Improvements. The County shall allow the Program to provide financing of qualifying improvements, including energy conservation and efficiency, 2 renewable energy, and wind resistance improvements, as defined in the PACE Statute, as may be amended by law, on properties within the County, pursuant to the Ordinance. Section 4. Non - Exclusive. The Program is non - exclusive, meaning the County specifically reserves the right to participate with or join any other entity providing a similar program or create its own program under the PACE Statute. Section 5. Assessment by FRED; 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 FRED and not the County. Additionally, the Parties agree that the County's collection and distribution of any non -ad valorem assessments imposed by FRED are purely ministerial acts. Section 6. Creation of State, County, or Municipal Debts Prohibited. The County and participating municipalities, pursuant to the Ordinance, shall not incur nor ever be requested to authorize any obligations secured by special assessments associated with qualifying improvements imposed by FRED pursuant to the PACE Statute. No special purpose local government acting pursuant to the PACE Statute, the Ordinance, or this Agreement shall be empowered or authorized in any manner to create a debt as against the County and participating municipalities and shall not pledge the full faith and credit of the County and participating municipalities, pursuant to the Ordinance, in any manner whatsoever. No revenue bonds or debt obligations of any special purpose local government acting pursuant to the PACE Statute, shall ever pledge or imply any pledge that the County, or any participating municipality within the County served by FRED, shall be obligated to pay the same or the interest thereon, nor state or imply that such obligations payable from the full faith and credit or the taxing power of the state, the County, or any municipality within the County served by the Program, as a result of the Ordinance or this Interlocal Agreement. The issuance of revenue or refunding bonds by the Program under the provisions of law, FRED's governance documents, or any ' agreement or resolution shall not, as the result of the Ordinance or this Interlocal Agreement, be deemed in any manner, directly or indirectly or contingently, to obligate ,the County and participating municipalities under the Ordinance, to levy or to pledge any 3 form of ad valorem taxation or other county or municipal revenues or to make any appropriation for their payment whatsoever. Section 7. Program Guidelines: The Parties agree that, the Program to be offered in the County will be governed by the Ordinance and the Program's guidelines. If there is a conflict between the Program's guidelines and the Ordinance, the Ordinance shall control. The Program will inform every property owner that by law these non -ad valorem assessments must be collected only pursuant to sections 197.3632. 197.3635, and 163.08, Florida Statutes; and, are not imposed by the County, any municipality within the County served by the Program under the Ordinance, the property appraiser, nor the tax collector, and that they are levied and imposed solely by FRED, and only then upon voluntary application of the private property owner as expressly enabled, authorized and encouraged by the PACE Statute, as well as the Ordinance, to accomplish a compelling state interest with the Program's assistance. In addition to any disclosure requirements in the PACE Statute and the Ordinance as may be amended, the Program shall present to the Property Owner a separate, written notice disclosing the following ( "Notice "): a. The estimated total amount of the debt, including amount financed, fees, fixed interest rate, capitalized interest and the effective rate of the interest charged ( "Annual Percentage Rate" or "APR "); b. That the Program Administrator(s), who offer their unique brand of PACE financing on behalf of the Program, may only offer fixed simple interest rates and payments that fully amortize the obligation. Variable or negative amortization financing terms are not permitted. Capitalized interest included in the original balance of Financing Agreement does not constitute negative amortization. c. The repayment process and terms, amounts and a schedule that fully amortizes the amount financed including the estimated annual special assessment; d. That the special assessment will appear on the property owner's tax bill; e. That there is no discount for paying the special assessment early; f. The nature of the lien recorded and that the special assessment will be collected in the same manner as real estate taxes. That failure to pay the special assessment may cause a tax certificate to be issued against the property, and that failure of 4 payment thereof may result in the loss of property subject to the special assessment, including homestead property, in the same manner as failure to pay property taxes; g. The specific improvements to be financed and installed and that such improvements and special assessment may or may not affect the overall value of the property; h. A special assessment payment term that does not exceed the useful life of the improvements; i. Prepayment: i. The PACE agencies /authorities /districts shall provide to the Eligible Participant information as to any accrued interest that may be due upon early payment. ii. No prepayment penalties may be charged or allowed on residential projects or on non - residential projects where the total PACE funding does not exceed $75,000.00. The PACE agencies /authorities /districts shall provide a mechanism for re- amortization of PACE assessments to account for partial pre - payment, particularly for application of tax credits, rebates, or other incentives. iii. For non - residential property where total PACE funding exceeds $75,000, prepayment penalties may be charged or imposed to the extent permitted by applicable law, as negotiated with the property owner, and providing all financial impacts of such penalties are clearly disclosed and agreed to by the property owner in writing. j. Notice that the property owner may be required to pay any special assessment in full at the time of refinance or sale of the property; and k. The 3 -day right to cancel the financing. 1. The Notice must be delivered to the property owner by the Program Administrator(s) and must be signed and dated by the property owner prior to or contemporaneously with the property owner's signing of any legally enforceable documents. The property owner and the Program Administrator(s) must keep the signed Notice with the property owner's executed financing agreement. 5 m. The Program shall record, or cause to be recorded, the financing agreement or a summary memorandum of the financing agreement, in accordance with the PACE Statute. Section 8. Opinion of Bond Counsel. Prior to the execution of this Interlocal Agreement, the Program shall deliver to the County an "Opinion of Bond Counsel ", stating that, based on the counsel's review of the bond validation judgement and the underlying bond documents the Program's structure complies with the bond validation judgement and the underlying bond documents. The Program acknowledges that the County is relying on the Opinion of Bond Counsel in its decision to execute the Interlocal Agreement. Section 9. Boundaries. Pursuant to this Interlocal Agreement, the boundaries of FRED shall include the legal boundaries of the County, which boundaries may be limited, expanded, or more specifically designated from time to time by the County by providing written notice to FRED. As contemplated in the Interlocal Agreement (as defined in herein below) and as supplemented by this Interlocal Agreement, FRED will levy voluntary non ad valorem special assessments on the benefitted properties within the boundaries of the County pursuant to the Ordinance to help finance the costs of qualifying improvements for those individual properties. Those properties receiving financing for qualifying improvements shall be assessed from time to time, in accordance with the PACE Statute, the Ordinance, and other applicable law. Notwithstanding termination of this Interlocal Agreement or notice of a change in boundaries by the County as provided for above, those properties that have received financing for qualifying improvements shall continue to be a part of FRED, until such time that all outstanding debt has been satisfied. Section 10. Financing Agreement. The Parties agree that FDFC /FRED may enter into a financing agreement, pursuant to the PACE Statute and the Ordinance with property owner(s) within the County pursuant to the Ordinance who obtain financing through the Program. 6 Section 11. Responsibilities of FRED; Indemnification; Liability. a. All of the privileges and immunities from liability and exemptions from laws, ordinances and rules which apply to the activity of officials, officers, agents or employees of the parties, including participating municipalities under the Ordinance, shall apply to the officials, officers, agents or employees thereof when performing their respective functions and duties under the provisions of this Interlocal Agreement. b. The County, participating municipalities, and FRED are and shall be subject to Sections 768.28 and 163.01(9)(c), Florida Statutes, and any other provisions of Florida law governing sovereign immunity. Pursuant to the PACE Statute and this Interlocal Agreement, the local governments who are either the incorporators, or members of FRED, or any subsequently served or participating local government shall not be held jointly liable for the torts of the officers or employees of FRED, or any other tort attributable to FRED, and that FRED alone shall be liable for any torts attributable to it or for torts of its officers, employees or agents, and then only to the extent of the waiver of sovereign immunity or limitation of liability as specified in Section 768.28, Florida Statutes. The County and FRED acknowledge and agree that FRED shall have all of the applicable privileges and immunities from liability and exemptions from laws, ordinances, rules and common law which apply to the municipalities and counties of the State. c. To the extent provided by law, FRED through its Program Administrator(s) agrees to protect, defend, reimburse, indemnify and hold the County, or any participating municipality within the County served by FRED pursuant to the Ordinance, its agents, employees and elected officers (Indemnified Parties), and each of them free and harmless at all times from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney's fees, costs and expenses of whatsoever kind or nature (collectively, a "Claim ") whether arising in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, by reason of 7 any act, omission or fault whether active or passive of the County, or any municipality within the County served by FRED pursuant to the Ordinance, of anyone acting under its direction or control, or on its behalf in connection with or incident to the performance of this Agreement. FRED's aforesaid indemnity and hold harmless obligations, or portions or applications thereof, shall apply to the fullest extent permitted by law but in no event shall they apply to liability caused by the negligence or willful misconduct of the County, or any municipality within the County served by FRED pursuant to the Ordinance, its respective agents, servants, employees or officers, nor shall the liability limits set forth in 768.28, Florida Statutes, be waived. Nothing in this Agreement is intended to inure to the benefit of any third -party or for the purpose of allowing any claim, which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. In the event any Claim is brought against an Indemnified Party, FRED through its Program Administrator(s), shall upon written notice from an Indemnified Party, defend each Indemnified Party against each such Claim by counsel satisfactory to the Indemnified Party or, at the Indemnified Party's option, it may elect to provide its own defense. The obligations of this section shall survive the expiration or earlier termination of this Agreement. d. FRED is an independent local government funding and financing instrumentality. Neither the County, nor any municipality within the County pursuant to the Ordinance, who are served by FRED, shall in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of the Program, its Board of Directors or any other agents, employees, officers or officials of the Program, except to the extent otherwise mutually and expressly agreed upon in writing. In addition, the Program, its Board of Directors or any other agents, employees, officers or officials of the Program shall have no authority or power to otherwise obligate either the County, or any municipality within the County served by FRED pursuant to the Ordinance. e. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Contractor in this Agreement and the acquisition of any 8 commercial liability insurance coverage, self - insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. Section 12. Agreements with Tax Collector, Property Appraiser and Municipalities. FRED acknowledges that the County has no authority to bind the County Tax Collector and the County Property Appraiser, and FRED will be required to enter into separate agreement(s) therewith, which shall establish the fees (if any) to be charged by the Tax Collector and Property Appraiser for the collection or handling of the Program's special assessments. FRED also acknowledges that all incorporated municipalities in the County that have not adopted an ordinance governing any or all of the subject matter of the Ordinance will be included in the Program. Section 13. Resale or Refinancing of a Property. FRED recognizes that some lenders may require full repayment of the Program's special assessments upon resale or refinancing of a property subject to the Program's special assessments. The Program Administrator(s) agree to provide written disclosure of this matter to all County property owners that may utilize the Program. Section 14. Term of Agreement; Duration of Agreement; No Exclusivity. a. The term of this Interlocal Agreement shall commence as of the date first above written. b. The term shall continue so long as FRED has obligations outstanding which are secured by pledged revenues derived from financing agreements relating to any properties within the boundaries of the County, pursuant to the Ordinance, or FRED has projects for qualified improvements underway therein; the applicable provisions, authority and responsibility under this lnterlocal Agreement reasonably necessary to carry out the remaining aspects of the Program and responsibilities of FRED then underway, shall remain in effect and survive any termination until such time as those obligations and all associated remaining 9 FRED responsibilities are fulfilled (including, but not limited to, the collection of assessments in due course). Provided, however, FRED's powers employed and exercised shall be non - exclusive, and the County, pursuant to the Ordinance, is free to and reserves the right to enter into or otherwise encourage or commence any other program for financing qualified improvements using non -ad valorem assessments. c. Notwithstanding subsection (b), either party may at any time terminate this Interlocal Agreement upon sixty (60) days written notice provided as required by Section 17. Provided, however, no termination of this Interlocal Agreement shall preclude FRED from exercising any of its power or authority after any termination, including without limiting the generality of the foregoing, that specifically associated with its mission or collection of any of its Obligations outstanding which are secured by pledged revenues derived from Financing Agreements. In the event FRED's rights under this Interlocal Agreement to impose new non -ad valorem assessments shall ever end, then as of the effective date of the termination, all rights and obligations of the parties shall continue as specified in subsection (B) until such time as all FRED's obligations, and all associated remaining Program responsibilities are fulfilled (including, but not limited to, the collection of assessments in due course). Section 15. Consent. This Interlocal Agreement and any required resolution or ordinance of an individual Party shall be considered the County's consent to participate in the Program pursuant to the PACE Statute. Section 16. Voting Rights. The Parties agree that the County shall be a non - voting Limited Member of FRED for the term of this Interlocal Agreement. Section 17. Notices. Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. For the present, the Parties designate the following as the respective places for notice purposes: 10 County: Monroe County ATTN: County Administrator 1100 Simonton Street, Suite 205 Key West, Florida 33040 With a copy to: Monroe County ATTN: County Attorney 1111 12 Street, Suite 408 Key West, Florida 33040 FRED: The Florida Resiliency and Energy District c/o Florida Development Finance Corporation William "Bill" F. Spivey, Jr., Executive Director 156 Tuskawilla Road, Suite 2340 Winter Springs, FL 32708407.956.5695 (t) bspivey @fdfcbonds.com With a copy to: Issuer's Counsel with Broad and Cassel Joseph Stanton, Esq. Bank of America Center 390 North Orange Avenue, Suite 1400 Orlando, FL 32801 -4961 407.839.4200 (t) jstanton@broadandcassel.com Section 18. 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 19. Joint Effort. The preparation of this Interlocal Agreement has been a joint effort of the Parties hereto and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. Section 20. Merger. This Interlocal Agreement incorporates and includes all prior negotiations, correspondence, agreements, or understandings applicable to the matters contained herein; and the Parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Interlocal Agreement that are not contained in this document. Accordingly, the Parties agree that no deviation from the 11 terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. Section 21. Assignment. The respective obligations of the Parties set forth in this Interlocal Agreement shall not be assigned, in whole or in part, without the written consent of the other Parties hereto. Section 22. Public Records . FRED shall comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and FRED shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and FRED in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by FRED. Failure of FRED to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. FRED is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, FRED is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if FRED does not transfer the records to the County. 12 (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of FRED or keep and maintain public records that would be required by the County to perform the service. If FRED transfers all public records to the County upon completion of the contract, FRED shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If FRED keeps and maintains public records upon completion of the contract, FRED shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the. County does not possess the requested records, the County shall immediately notify FRED of the request, and FRED must provide the records to the County or allow the records to be inspected or copied within a reasonable time. IF THE FRED HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE FRED'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292 -3470 Section 23. No Third Party Beneficiaries. It is the intent and agreement of the Parties that this Agreement is solely for the benefit of the Parties and participating municipalities under the Ordinance and no other party or entity shall have any rights or privileges hereunder. Section 24. Severability. In the event a portion of this Interlocal Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective. Section 25. Administrator Indemnification. Any and all Program Administrators of the Program shall be required to execute a separate indemnification agreement with the County. The Program acknowledges and agrees that as of the execution of this Interlocal Agreement, Renovate America is currently the only administrator for the Program and that 13 Renovate America will execute a separate indemnification agreement with the County for the benefit of the County and participating municipalities. If the Program approves additional Program Administrators, the Program shall ensure that any and all Program Administrators also provide the County with a separate indemnification agreement, on a form to be approved by the County Attorney's Office, within 10 business days of assuming administrative responsibilities for the Program. Section 26. Insurance by FRED. Without waiving the right to sovereign immunity as provided by Section 768.28, Florida Statute, FRED acknowledges to be self - insured for General Liability and Automobile Liability under Florida sovereign immunity statutes with coverage limits of $200,000 Per Person and $300,000 Per Occurrence; or such monetary waiver limits that may change and be set forth by the legislature. In the event FRED maintains third -party Commercial General Liability and Business Auto Liability in lieu of exclusive reliance of self - insurance under Section 768.28 Florida Statute, FRED shall agree to maintain said insurance policies at limits not less than $500,000 combined single limit for bodily injury or property damage. FRED agrees to maintain or to be self - insured for Workers' Compensation & Employer's Liability insurance in accordance with Section 440, Florida Statutes. When requested, FRED shall agree to provide an affidavit or Certificate of Insurance evidencing insurance, self - insurance and /or sovereign immunity status, which County agrees to recognize as acceptable for the above mentioned coverage. Compliance with the foregoing requirements shall not relieve FRED of its liability and obligations under this Interlocal Agreement. Section 27. Certificate of Insurance. Prior to execution of this Agreement, FRED shall deliver to the County via the Insurance Company /Agent a signed Certificate(s) of Insurance evidencing that all types and amounts of insurance coverages required by this Agreement have been obtained and are in full force and effect. During the term of this Interlocal Agreement and prior to each subsequent renewal thereof, FRED shall provide this evidence to Monroe County prior to the expiration date of each and every insurance required herein. Said Certificate(s) of Insurance shall, to the extent allowable by the 14 insurer, include a minimum thirty (30) day endeavor to notify due to cancellation (10 days for nonpayment of premium) or non - renewal of coverage. Section 28. Venue. The venue of any legal or equitable action that arises out of or relates to this Agreement shall be in the appropriate state court in MONROE County, Florida. In any such action, Florida law shall apply. BY ENTERING INTO THIS AGREEMENT, FRED AND COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. IF FRED FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT OF THIS AGREEMENT AFTER WRITTEN NOTICE BY THE COUNTY OF VIOLATION OF THIS SECTION, FRED SHALL BE LIABLE FOR THE REASONABLE ATTORNEYS' FEES AND COSTS OF THE COUNTY PARTY IN CONTESTING THE REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS SHALL BE AWARDED BY THE COURT IN ADJUDICATING THE MOTION. Section 29. Effective Date. This Interlocal Agreement shall become effective upon the execution by the Parties hereto. Section 30. 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 31. Filing. This Interlocal Agreement shall be filed by the Program with the Clerk of the Circuit Court in MONROE County. Section 32. Nondiscrimination. County and FRED agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. FRED agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended 15 (20 USC ss. 1681 -1683, and 1685 - 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s.794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Section 32. Captions. The captions and section designations herein set forth are for convenience only and shall have no substantive meaning. Section 33. Attorney's Fees and Costs. The County and FRED agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out -of- pocket expenses, as an award against the non - prevailing party, and shall include attorney's fees, courts costs, investigative, and out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 16 • Section 34. Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. Section 35. Adjudication of Disputes or Disagreements. County and FRED agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. Section 36. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and FRED agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and FRED specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Section 37. Covenant of No Interest. County and FRED covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. Section 38. Code 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. 17 Section 39. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Section 40. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. Section 41. Mutual Review. This agreement has been carefully reviewed by FRED and the County, therefore this agreement is not to be construed against either party on the basis of authorship. [SIGNATURE PAGE FOLLOWS] 18 WITNESS / ' , ;� FLORIDA DEV OPMENT FINANCE i „" ,7 i ;/� , , ,„, _ CORPO , � ON on behalf of FLORIDA /Wit/ / = RESILIE l i AND ENERGY DISTRICT By: r William "Bill" F. Spivey, Jr. * I : ES : .. Executive Director fo,A STATE OF FLORIDA COUNTY OF ''-6 - ' 1 I H as / f 0 The foregoing instrument was acknowledged before me this day of , 20 /S , by William "Bill" F. Spivey, Jr., Executive Director of the Florida Deve opment Finance Corporation, who is personally known to me has produced f Z. ,I_ as identification. / Printed /Typed Name: / v IR < j—- (SEAL) Notary Public -State of Florida _ _ _ _ _ _ _ _ + Commission Number: G 13827 1 ,. P ' j • MARK JUARBE w � 2 ,1: ,': Notary Public — State of Florida Commission d GG 138271 1 `.. ,- � My Comm. Expires kg 27, 2021 '�0,.,.•' Bcrd dthrcuchtetio -a! .ct ar y A,,.. • 19 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. V®ttra;, BOARD OF COUNTY COMMISSIONERS 4 _ ' _ V OF MONROE COUNTY J / By: David Rice, Mayor _ ......—_,...0 oo`r %�l ar h pM ' +osr .00 Attest: Approved as to form: q a..+.......LAt..........k..e.. fa, -,C., Kevin Madok, Clerk and Comptroller Pedro Mercado Assistant County Attorn- CD r -= - A, t_ r'i �, �' CD C7 • N i73 O c -c= :0 C 2 - ''C : = rn r ry [SIGNATURE PAGE TO MEMBERSHIP AGREEMENT] '' c..) 20 EXHIBIT "A" INTERLOCAL AGREEMENT 21 EXHIBIT D -2 Interlocal Agreement Relating to the Creation of the Florida Resiliency and Energy District and the Amended and Restated Agreement Relating to the Creation of the Florida Resiliency and Energy District D -2 This instrument was prepared by or under the supervision of (and after recording should be returned to): BROAD AND CASSEL 390 NORTH ORANGE AVENUE SUITE 1400 ORLANDO, FL 32804 ATTN: JOSEPH B. STANTON (SPACE:reseived for Clerk ofQut} SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT RELATING TO THE CREATION OF THE FLORIDA RESILIENCY AND ENERGY DISTRICT, A PROPERTY ASSESSED CLEAN ENERGY DISTRICT, AND AUTHORIZING FINANCING PURSUANT THERETO BY AND AMONG THE TOWN OF LAKE CLARKE SHORES, FLORIDA, AND THE CITY OF FERNANDINA BEACH, FLORIDA, AND THE FLORIDA DEVELOPMENT FINANCE CORPORATION, FLORIDA, IN ITS LIMITED CAPACITY DESCRIBED HEREIN AND ANY SUBSEQUENT PARTIES HERETO DATED AS OF. _ ,2017 4814-0430-8797 139753/0041 TABLE OF CONTENTS Page SECTION 1. AUTHORITY FOR AGREEMENT 4 SECTION 2. DEFINITIONS 4 SECTION 3. INTERPRETATION , 7 SECTION 4. PURPOSE SECTION 5. QUALIFYING IMPROVEMENTS 7 SECTION 6. ENABLING ORDINANCE OR RESOLUTION 7 SECTION 7. DISTRICT BOUNDARIES. DISTRICT ADMISSION - 7 SECTION 8. GOVERNING BOARD OF THE DISTRICT 8 SECTION 9. DECISIONS OF THE BOARD .9 SECTION 10. DISTRICT ADMINISTRATION; DISTRICT STAFF AND ATTORNEY; ADMINISTRATORS ... .................. 9 SECTION 11. FINANCING AGREEMENT , 9 SECTION 12. POWERS OF THE DISTRICT 10 SECTION 13. TERM 11 SECTION 14. CONSENT 11 SECTION 15. NOTICE OF INTENT; IMPOSITION OF ASSESSMENTS; COORDINATION. .. ... . .............. . ... . . .......... ......... . .. . 11 SECTION 16. UNDERLYING POWERS; SEPARATE INTERLOCAL AGREEMENTS 13 . . SECTION 17. FEES AND COSTS. - 14 SECTION 18. FILING SECTION 19. LIMITED LIABILITY 14 SECTION 20. AMENDMENTS _ 15 SECTION 21. ASSIGNMENT 15 SECTION 22. EXECUTION IN COUNTERPARTS 15 SECTION 23. SEVERABILITY - 15 SECTION 24. APPLICABLE LAW 15 SECTION 25. JOINT EFFORT 15 SECTION 26. EFFECTIVE DATE 4814-0430-8797 139753/(7041 SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT RELATING TO THE CREATION OF THE FLORIDA RESILIENCY AND ENERGY DISTRICT, A PROPERTY ASSESSED CLEAN ENERGY DISTRICT, AND AUTHORIZING FINANCING THERETO THIS SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT (hereinafter the "Agreement ") is made and entered into as of _ 2017, by and among the government units executing the Agreement, each one constituting a public • agency or legal entity under Part I, Chapter 163, Florida Statues, comprising the Town of Lake Clarke Shores, a municipality and local government of the State of Florida and the City of Fernandina Beach, a municipality and local government of the State of Florida (the "Public Agency" or "Public Agencies ") and, in the limited capacity described herein, the Florida Development Finance Corporation, a public body corporate and politic, a public instrumentality and a public agency organized and existing under the laws of the State of Florida ( "FDFC ") and, together collective referred to herein as the "Parties." WITNESSETH: WHEREAS, pursuant to Section 163.08, Florida Statutes, as amended (the "Florida PACE Act "), the Florida Legislature found that in order to make qualifying renewable energy, energy efficiency and conservation and wind resistance improvements (collectively, the "Qualifying Improvements ") more affordable and assist real property owners who wish to undertake such improvements, there is a compelling State of Florida ( "State ") interest in enabling property owners to voluntarily finance such improvements with local government assistance; and WHEREAS, under the Florida PACE Act, the Florida Legislature determined that the actions authorized under the Florida PACE Act, including, but not limited to, the financing of Qualifying Improvements through the execution of financing agreements between property owners and local governments and the resulting imposition of voluntary non -ad valorem assessments are reasonable and necessary to serve and achieve a compelling state interest and are necessary for the prosperity and welfare of the State and its property owners and inhabitants; and WHEREAS, the Town of Lake Clarke Shores, Florida, and the City of Fernandina Beach, Florida (collectively, the "Founding Members "), wish to create an entity to finance Qualifying Improvements for themselves and for other local governments pursuant to Section 163.08(2)(a); and WHEREAS, effective September 6, 2016, the Founding Members and FDFC entered into that certain Agreement (the "Original Agreement "), pursuant to Section 163.01(7), Florida Statues, creating a separate legal entity within the meaning of Section 163.01, Florida Statutes, also known as the Florida Interlocal Cooperation Act of 1969 (the 1 4814 - 0430 -879L 139753/0041 "Interlocal Act ") and a "local government" within the meaning of the Florida PACE Act, in furtherance of the objectives of the Florida PACE Act; and WHEREAS, the separate legal entity created under the Original Agreement has been designated as the Florida Resiliency and Energy District (the "District" or "FRED ") which may, pursuant to section 163.08(2)(a), finance Qualifying Improvements through voluntary assessments; and WHEREAS, FRED, as a separate legal entity created pursuant to section163.01(7), meets the definition of a local government under section 163.08(2)(a), and may levy assessments to fund qualifying improvements pursuant to authority granted under 163.08(3); and WHEREAS, subsequent to the execution of the Original Agreement, the parties determined that certain amendments were desired in order provide clarity with respect to the nature of the Qualifying Improvements, and the composition of the Governing Board and the designated principal place of business, among other terms and conditions as are more fully set forth herein; and WHEREAS, upon agreement of the parties, an Amended and Restated Agreement was ratified by the parties and became effective on January 10, 2017; and WHEREAS, subsequent to the execution of the Amended and Restated Agreement, the parties determined that certain amendments were desired to be responsive to interpretive concerns raised by some local governments as are more fully set forth herein; and WHEREAS, the Act also permits FDFC and FRED, as public agencies under the Interlocal Act, to enter into Agreements with each other to provide for the performance of service functions to cooperate on a basis of mutual benefit in the best interest of the real property owners within the boundaries of FRED; and WHEREAS, FDFC has determined that there is a substantial need within the State for a financing program which can provide funds to property owners to enable them to finance Qualifying Improvements under the Florida PACE Act on a cost - effective basis; and WHEREAS, the Florida Legislature determined that FDFC has the authority to issue revenue bonds for the purpose of financing Qualifying Improvements pursuant to Section 288.9606(7), Florida Statutes; and WHEREAS, FDFC acts as a special development financing authority that specializes in providing financing support to fund capital projects that support economic development and job creation on a state -wide basis; and 2 4814.0430- S797,139753/004I WHEREAS, the Florida PACE Act is an economic development tool that provides communities with an additional option for financing, stimulates production of qualifying products, promotes competition, seeks to increases property values, lower energy consumption, mitigate wind damage, and create jobs; and WHEREAS, on December 4, 2015, the FDFC Board of Directors adopted Resolution No. 15 -09, as amended and supplemented from time to time (the "Bond Resolution "), authorizing the issuance of revenue bonds ( "Bonds ") in order to finance Qualifying Improvements under the Florida PACE Act, which revenue bonds shall be secured by and payable from the proceeds of voluntary non -ad valorem assessments levied against the real properties that are benefitted by such Qualifying Improvements (the "Assessments "), all in accordance with the provisions of the Florida PACE Act and other applicable provisions of law and in accordance with FDFC's Property Assessed Clean Energy ( "PACE ") Program (the "FDFC PACE Program "); and WHEREAS, on July 18, 2014, in accordance with Chapter 75, Florida Statutes, the Circuit Court of the Second Judicial Circuit in and for Leon County, Florida issued an Amended Final Judgment validating the issuance of the Bonds by FDFC and on October 15, 2015, the Supreme Court of the State of Florida affirmed such Final Judgment; and WHEREAS, on December 4, 2015, the FDFC Board of Directors adopted Resolution No. 15 -10 setting forth its policies and procedures relating to the FDFC PACE Program; and WHEREAS, on December 4, 2015, the FDFC Board of Directors adopted Resolution No. 15 -11 approving Renovate America, Inc. ( "Renovate America ") as its first PACE administrator for the FDFC PACE Program; and • WHEREAS, FDFC anticipates adding other PACE providers as PACE residential and commercial administrators to provide a competitive marketplace in Florida for any potential residential and commercial property owners interested in the FDFC PACE Program; and WHEREAS, FRED and FDFC agree, pursuant to Section 163.01(14), that FRED, as a separate legal entity authorized to facilitate PACE financing pursuant to Section 163.08, Florida Statutes, may contract with FDFC to serve the financing function of the District and therefore serve the property owners of within the District; and WHEREAS, under this Agreement, the Parties agree to have the FDFC PACE Program serve as the administrator for the District's PACE program; and WHEREAS, in order to provide the property owners within the boundaries of FRED an efficient process for accessing the FDFC PACE Program, FRED will designate FDFC as 3 4814.0430- 8797.139753/0041 its agent for purposes of executing Financing Agreements with property owners on behalf of FRED pursuant to Section 163.08(6), Florida Statutes, and for purposes of administering the FDFC PACE Program within the boundaries of FRED and ensuring compliance with the Florida PACE Act; and WHEREAS, the District will utilize the FDFC PACE Program to implement PACE exclusively on behalf of the District and take on all costs and responsibilities for administering and operating the program; and WHEREAS, FDFC will utilize its authority under law to provide, authorize, and issue revenue bonds to finance Qualifying Improvements within and on behalf of property owners within the District; and WHEREAS, FRED will have immediate access to a turnkey FDFC PACE Program which includes $2,000,000,000 in judicially validated bonding authority for PACE financing and a trained PACE program staff; and NOW THEREFORE, THE PARTIES TO THIS AGREEMENT AGREE AS FOLLOWS: SECTION 1. AUTHORITY FOR AGREEMENT. This Agreement is adopted pursuant to the provisions of the Interlocal Act, the Florida PACE Act, and other applicable provisions of law. At all times prior to and during the term of this Agreement, the Town of Lake Clarke Shores, Florida, and the City of Fernandina Beach, Florida, constitute local governments as that term is defined in the Florida PACE Act and the Interlocal Act and the Florida Development Finance Corporation constitutes a, "public agency" as that term is defined in the Florida Interlocal Act. That portion of this Agreement creating the separate legal entity pursuant to Section 163.01(7), Florida Statues, is among and between the Founding Members, and that portion of the Agreement allowing the FDFC PACE Program to provide the financing duties of the District is pursuant to Section 163.01(14), Florida Statutes. SECTION 2. DEFINITIONS. The following definitions shall govern the interpretation of this Agreement: "Agreement" means this Amended and Restated Interlocal Agreement, including any amendments or supplements hereto, executed and delivered in accordance with the terms hereof. "Assessment Resolution" means a resolution or resolutions adopted by the District that (A) imposes new Assessments against those property owners entering into Financing Agreements since adoption of the last Assessment Resolution, and (B) approves an electronic assessment roll to be submitted to the Tax Collector for the next tax bill 4 4914- 0430 - 8797.139753/0041 containing the required collection information for all property owners with outstanding Assessments under the FDFC PACE Program, in each case limited to those property owners within the boundaries of the local governments that comprise the District. "Assessments" means the non -ad valorem assessments levied by the District against the properties that are benefitted by the Qualifying Improvements in accordance with the Florida PACE Act and the FDFC PACE Program. "Bond Resolution" means Resolution No. 15 -09 of the FDFC adopted on December 4, 2015 relating to the Bonds and the FDFC PACE Program, as amended and supplemented from time to time. "Bonds" means bonds that are issued by FDFC from time to time pursuant to the Bond Resolution. "Contracted FDFC Services" means the services provided by FDFC pursuant to this Agreement. "District" or "FRED" means the Florida Resiliency and Energy District (FRED), a separate legal entity formed pursuant to the Interlocal Act and this Agreement and a local government within the meaning of the Florida PACE Act. "FDFC" means Florida Development Finance Corporation, a public body corporate and politic, a public instrumentality and a public agency organized and existing under the laws of the State of Florida. "FDFC PACE Program" means the FDFC's Property Assessed Clean Energy (PACE) Program adopted pursuant to the Bond Resolution and its policies and procedures. "Financing Agreement" means a contract among FRED, FDFC and the owner of a participating parcel in the FDFC PACE Program pursuant to which the owner voluntarily agrees to the levy of Assessments against the participating parcel and the payment thereof to finance the installation of Qualifying Improvements on the participating parcel. "Florida PACE Act" means Section 163.08, Florida Statutes, as may be amended from time to time. "Founding Members" means the Town of Lake Clarke Shores, Florida, and the City of Fernandina Beach, Florida. The term does not include FDFC. "Governing Board" means the governing board of FRED as further described in Section 8 hereof. 5 4814- 0430 - 8797.1397.5310041 "Interlocal Act" means Section 163.01, Florida Statutes, as amended. "Joinder Agreement" means a document in which additional government units constituting Public Agencies under the Interlocal Act and local governments as defined under the Florida PACE Act join the District as a Subsequent Party. "Jurisdictional Boundaries" has the meaning described in Section 7 hereof. "Limited Member" means additional government units constituting Public Agencies under the Interlocal Act and local governments as defined under the Florida PACE Act which join the District upon application to the District and the affirmative vote of a majority of the Governing Board and upon execution of a Limited Purpose Party Membership Agreement between the District and a Limited Member. "Limited Purpose Party Membership Agreement" means an agreement between additional government units constituting Public Agencies under the Interlocal Act and/or local governments as defined under the Florida PACE Act and the District defining the terms and conditions of membership within the District. "Party" or "Parties" means the Town of Lake Clarke Shores, Florida, and the City of Fernandina Beach, and the Florida Development Finance Corporation Florida, and their respective assigns; provided, however, the FDFC is a party only for the contracted FDFC services "Property Appraiser" means the county property appraiser for real property within the boundaries of each Founding Member, Subsequent Party or Limited Member. "Public Agency" means cities or counties of the State of Florida, or any Subsequent Party or Limited Member. "Resolution of Intent" means a resolution adopted by the District pursuant to the Uniform Assessment Collection Act providing notice to all owners of real property within the boundaries of District that non -ad valorem assessments may be imposed pursuant to the Florida PACE Act and will be collected pursuant to the Uniform Assessment Collection Act if the property owner chooses to utilize the FDFC PACE Program to finance Qualifying Improvements. "State" means the State of Florida. "Subsequent Party" or "Subsequent Parties" means additional governmental units constituting Public Agencies under the Interlocal Act and local governments as defined under the Florida PACE act which execute a Joinder Agreement and agree to serve 6 4814- 0430 - 8797.139753/0041 on the Governing Board. "Tax Collector" means the county tax collector for real property within the boundaries of each Founding Member, Subsequent Party, or Limited Member. "Uniform Assessment Collection Act" means Sections 197.3632 and 197.3635, Florida Statutes, as amended and supplemented from time to time. SECTION 3. INTERPRETATION. Words importing the singular number shall include the plural in each case and vice versa, and words importing persons shall include firms and corporations. The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Agreement; the term "heretofore" shall mean before the effective date of this Agreement; and the term "hereafter" shall mean after the effective date of this Agreement. This Agreement shall not be construed more strongly against any party regardless that such party, or its counsel, drafted this Agreement. SECTION 4. PURPOSE. The purpose of this Agreement is for the Founding Members to affirm the creation of the District, pursuant to the Interlocal Act and the Florida PACE Act, and, by also agreeing to contract with the Florida Development Finance Corporation and its FDFC PACE Program and the Florida PACE Act to facilitate the financing of Qualifying Improvements for property owners within the District. The District shall be a separate legal entity, pursuant to Section 163.01(7), Florida Statutes and a local government within the meaning of the Florida PACE Act. SECTION 5. QUALIFYING IMPROVEMENTS. The District shall allow the financing of Qualifying Improvements by and through the FDFC PACE Program as defined in Section 163.08, Florida Statutes, under authority of Section 163.01(14), Florida Statutes. SECTION 6. ENABLING ORDINANCE OR RESOLUTION. The Founding Members and Subsequent Parties to this Agreement agree to approve and keep in effect such resolutions and ordinances as may be necessary to approve, create and maintain the District. Said ordinances and resolutions shall include all of the provisions as may be required or desirable under the Interlocal Act and the Florida PACE Act for the creation and operation of FRED as a separate legal entity and a local government. The District shall be created upon the execution and delivery of this Agreement by the Parties. SECTION 7. DISTRICT BOUNDARIES; DISTRICT ADMISSION. (A) The boundaries of the District shall initially be the legal boundaries of the Founding Members, and shall be expanded to include all areas within the legal boundaries of, or service area designated by the Joinder Agreement or Limited Purpose Party Membership Agreement entered into by each local government (the "Jurisdictional 7 4814- 0430- 8797,139753/0041 Boundaries ") that becomes a Subsequent Party or Limited Member to this Agreement. As contemplated in this Amended and Restated Agreement, the District shall levy voluntary assessments on the benefitted properties within the Jurisdictional Boundaries of the District in order for the FDFC PACE Program to finance the costs of Qualifying Improvements for those benefitted properties. Upon petition by the landowners of individual residential or commercial properties desiring to be benefited, those properties receiving financing for Qualifying Improvements shall be assessed from time to time, in accordance with the applicable law. Notwithstanding a Founding Member's termination of participation in this Agreement, or Subsequent Party's or Limited Member's termination of participation, those properties that have received financing for Qualifying Improvements shall continue to be a part of the District in accordance with Section 13(C) hereof. (B) To the extent permitted by the Interlocal Act, the District may admit any public agency or local government (as such terms are defined in the Interlocal Act and the Florida PACE Act, respectively) as a Subsequent Party or Limited Member to the District upon application of each public agency or local government to the District and the affirmative vote of a majority of the Governing Board. This Agreement need not be amended to admit any such public agency or local government, and the approval of the respective governing boards of the existing Parties to the District shall not be required to admit a Subsequent Party or Limited Member. Each Subsequent Party or Limited Member shall execute, deliver, duly authorize, and record in the public records of each Subsequent Party or Limited Member a Joinder Agreement or Limited Purpose Party Membership Agreement as a precondition to membership in the District. SECTION 8. GOVERNING BOARD OF THE DISTRICT. The District shall be governed by the Governing Board which shall at a minimum be comprised of three (3) individuals, two (2) of whom are elected officials, city managers, or their designees, of each of the Founding Members, and each representing an individual local government within the Jurisdictional Boundaries of the Parties to this Agreement. The next Subsequent Party to join the District shall be entitled to the third position as a member of the Governing Board, provided however, that prior to addition of a Subsequent Party, the Founding Members shall have the right to jointly appoint a third Governing Board member. Such third Governing Board member shall be unrelated to either Founding Member (e.g., shall not be an officer, or employee of the Founding Members), but shall have a background or experience in finance or economic development. Notwithstanding the foregoing, the maximum number of members on the Governing Board may be increased by a majority vote of the Governing Board to a maximum of 5 members, with the proviso that as much as possible the composition of the Governing Board membership reflects the geographic regions of the state of Florida. After the Governing Board is constituted, the Executive Director may recommend procedures for setting terms, Governing Board qualifications and responsibilities, and the means of appointment of members to the Governing Board. In the event a Governing Board member is no longer eligible or able to serve on the Governing Board, the Public Agency represented by the Governing Board member, so long as it 8 4814 -0430 - 8797.139753/0041 • continues to be a Party to this Agreement, shall have the right to request appointment of a replacement to fulfill the remaining term of that member. FDFC shall have no right to appoint any member of the Governing Board. SECTION 9. DECISIONS OF THE GOVERNING BOARD. Decisions of the Governing Board shall be made by majority vote of the Governing Board. The Governing Board, upon recommendation of the Executive Director, may adopt rules of procedure for the Governing Board. In the absence of the adoption of such rules of procedure, the most current version of Roberts Rules of Order shall apply to the extent it is not inconsistent with Florida law. SECTION 10. DISTRICT ADMINISTRATION; DISTRICT STAFF AND ATTORNEY; ADMINISTRATORS (A) Financing. As a condition of this Agreement, the Founding Members, and any Party joining the District consents to FDFC and FDFC PACE Program providing financing for the District, and FDFC agrees to provide a turnkey PACE program for each jurisdiction that is a Party, Subsequent Party, or Limited Member to this Agreement. Notwithstanding any other section of this Agreement, the Executive Director of FDFC or his or her appointee shall also be the Executive Director of FRED. The Executive Director shall have sole authority to appoint staff, counsel, professionals, consultants, and all other positions to fulfill the functions of the District per the PACE Act for the District, and all costs and expenses shall be borne by FDFC and the District. (B) Additional. Administrators. The PACE program development period, which serves as a soft launch period for the FDFC PACE Program, will end on July 1, 2017, whereby additional qualified administrators for residential PACE programs may be presented to the District. Within 30 days after execution of this Agreement, FDFC may present to the District qualified administrators for commercial PACE programs that will be available to serve jurisdictions that are a Party to this Agreement. All PACE administrators ( "PACE Administrators" or "Administrators ") must undergo a vetting process by the FDFC. Once vetted, the PACE Administrators must be presented to the FDFC Board and approved by resolution. In order for an approved PACE provider to provide administrator services through the FDFC PACE Program, it must execute a PACE administration agreement. Each member of the District shall receive notice of all approved PACE Administrators (except for residential PACE Providers during the "soft launch" period above). Notwithstanding any of the foregoing, the only authorized FDFC PACE residential Administrator for the District shall be Renovate America until July 1, 2017. SECTION 11. FINANCING AGREEMENT. The Parties agree that FDFC and FRED, and their designees, may enter into Financing Agreements, pursuant to Section 163.08(8), Florida Statutes, with property owner(s) who obtain financing through the District. In accordance with the findings described in this Agreement, FRED hereby 9 48 14-0430-8797,139753/004 1 designates FDFC as its agent for the limited purpose of executing Financing Agreements with property owners on behalf of FRED pursuant to Section 163.08(6), Florida Statutes, and for purposes of administering the FDFC PACE Program within the Jurisdictional Boundaries of FRED and ensuring compliance with the Florida PACE Act. SECTION 12. POWERS OF THE DISTRICT. With the approval of a majority vote of the Governing Board, the District may exercise any or all of the powers granted to the District under the Interlocal Act and the Florida PACE Act, which include, without limitation, the following: (A) To finance Qualifying Improvements through contracts with property owners in the District, and the District shall impose and levy assessments as a local government in accordance with Section 163.08 to repay the financing received; provided, however, (i) FDFC shall provide the form of the Financing Agreement and (ii) that FDFC shall, have independent discretionary authority to authorize and approve the issuance of revenue bonds to finance such improvements without further approval or authorization from the District, and subject to Section 10, to select and approve Program Administrators for the District; • (B) In its own name to make and enter into contracts on behalf of the District; (C). Subject to Section 10(A) hereof, to employ agencies, employees, or consultants for the District; (D) To acquire, construct, manage, maintain, or operate buildings, works, or improvements for the District; (E) To acquire, hold, or dispose of property for the District; (F) To incur debts, liabilities, or obligations, provided, however, that such debts, liabilities, or obligations shall not constitute debts, liabilities, or obligations of the State, FDFC, the Founding Members, or any Subsequent Party to this Agreement; (G) To adopt resolutions and policies prescribing the powers, duties, and functions of the officers of the District, the conduct of the business of the District, and the maintenance of records and documents of the District; (H) To maintain an office at such place or places as it may designate within the District or within the boundaries of a Party to this Agreement; (I) To cooperate with or contract with other governmental agencies as may be necessary, convenient, incidental, or proper in connection with any of the powers, duties, or purposes authorized by the Florida PACE Act, and to accept funding from local, state and federal agencies; 10 4814-0430-8797,139753/0041 (J) To exercise all powers necessary, convenient, incidental, or proper in connection with any of the powers, duties, or purposes authorized in the Florida PACE Act or Florida statutes governing the District; and (K) To apply for, request, receive and accept gifts, grants, or assistance funds from any lawful source to support any activity authorized under Florida Statutes and this Agreement. SECTION 13. TERM. (A) This Agreement shall remain in full force and effect from the date of its execution; provided, however, that any Party may terminate its involvement in the District and its participation in this Agreement upon 90 days' written notice to the other Parties. Should a Party terminate its participation in this Agreement, be dissolved, abolished, or otherwise cease to exist, the District and this Agreement shall continue until such time as all remaining Parties agree to terminate this Agreement. (B) At its discretion, and with reasonable notice, FDFC may terminate its role as a PACE program administrator for the District. (C) Notwithstanding a Party's termination of participation in this Agreement, to ensure continued collection of Assessments for Qualifying Improvements acquired within the service area of the terminating Party, such terminating Party shall enter into a written agreement with the District for such Party to consent to the levy of annual Assessments by the District or for such party to levy annual Assessments on those properties that have received financing for Qualifying Improvements within the legal boundaries of the terminating Party, until such time that all outstanding debt related to such Qualifying Improvements has been satisfied. The proceeds of the Assessments shall be paid to the designee of the District pursuant to such written agreement. SECTION 14. CONSENT. This Agreement and any required resolution or ordinance of an individual Party shall be considered the Party's consent to the creation of the District as required by the Interlocal Act and the Florida PACE Act. SECTION 15. NOTICE OF INTENT; IMPOSITION OF SPECIAL ASSESSMENTS; COORDINATION. (A) In accordance with the Uniform Assessment Collection Act and the Florida PACE Act, the District hereby agrees to impose Assessments within its Jurisdictional Boundaries and to utilize the Uniform Assessment Collection Act for collection of such Assessments from each property owner that voluntarily enters into a Financing Agreement pursuant to the Florida PACE Act and the FDFC PACE Program. Specifically, the District 11 4814.0430.8797,139753 /0041 shall: (1) advertise a public hearing to consider adoption of a Resolution of Intent, thus providing notice to the owners of real property within the Jurisdictional Boundaries of the District that non -ad valorem assessments may be imposed pursuant to the Florida PACE Act and may be collected pursuant to the Uniform Assessment Collection Act; (2) after holding the public hearing referred to in (1) above, adopt a Resolution of Intent and mail an executed copy to FDFC, the Tax Collector and the PropertyAppraiser; (3) enter into a written agreement with the Tax Collector and the Property Appraiser regarding costs associated with use of the Uniform Assessment Collection Act, to the extent such agreement is not already in place; (4) prior to September 15 of each calendar year, or as frequently as needed, adopt Assessment Resolutions which impose new Assessments against those property owners entering into Financing Agreements since adoption of the last Assessment Resolution, and certifies an electronic assessment roll to be submitted to the Tax Collector for the next tax bill, in each case based on information provided by FDFC; (5) remit Assessment proceeds received on behalf of the District from the Tax Collector directly to the District, FDFC or its designee; (6) take all actions necessary to enforce collection of the Assessments pursuant to the Uniform Assessment Collection Act; and (7) on its own behalf and at the request of FDFC, re- impose the Assessments as necessary to the extent required by changes in State law or subsequent judicial decisions. • (B) Each approved Administrator shall be responsible for all other actions required by the Florida PACE Act and their administration agreement with FDFC under the FDFC PACE Program, including but not limited to: (1) assisting each Party to the Agreement with preparing all documents required for the District to impose the Assessments pursuant to the Florida PACE Act and the Uniform Assessment Collection Act, including finalization of the documents attached as exhibits hereto and assistance with the written agreement with the Tax Collector and Property Appraiser, if requested by each Party; (2) providing a copy of the Resolution of Intent, together with any other documents required by the Florida PACE Act or the Uniform Assessment Collection 12 4814 - 0430 -8797j 39753/0041 Act, to the Florida Department ofRevenue; (3) ensuring that each property owner that voluntarily enters into a Financing Agreement has met all of the financial and other requirements provided for by the Florida PACE Act and the FDFC PACE Program; (4) providing the requisite notifications to all real property owners participating in the District; (5) recording a summary or memorandum of the Financing Agreement with the property owner in accordance with the Florida PACEAct; (6) tracking payment information for each property owner participating in the FDFC PACE Program and maintaining the related assessment rolls for all such participating parcels within the boundaries of the District; (7) working with the District to ensure the submission of the electronic assessment roll relating to the District each year to the Tax Collector; and (8) administering all other aspects of the District including the payment of Bonds with proceeds derived from the Assessments, (C) The District shall fully cooperate and coordinate with the Tax Collector and Property Appraiser with respect to the levying and collection of assessments and comply with all other requirements of the Florida PACE Act and the Uniform Assessment Collection Act. SECTION 16. UNDERLYING POWERS; SEPARATE AGREEMENTS. (A) For purposes of this Agreement and the District, the Parties acknowledge that FDFC currently does not have the power to levy the Assessments. FDFC shall not be a member of the District. FDFC shall be a party to this Agreement solely for the purpose of providing turn-key financial and administrative services through the FDFC PACE Program. (B) In order to maintain the integrity of the Assessments imposed by the District, the FDFC may, at its sole option, terminate its participation in this Agreement and enter into a separate Agreement or contract which provides the services described herein related to the FDFC PACE Program. SECTION 17. FEES AND COSTS. (A) All fees and costs related to the recording of this Agreement, the Resolution of 13 48t4- 0430 - 8797.139753!0041 Intent process and any other fees and costs incurred by any Party with respect to the Assessments and the FDFC PACE Program will be paid for solely by FDFC and reimbursed to FDFC through the FDFC PACE Program by the respective FDFC- approved PACE Administrator(s). (B) To advance the purposes of the Florida PACE Act, to minimize participation costs, and because each property owner is voluntarily undertaking to achieve and underwrite the compelling State interests described in the Florida PACE Act, the District shall seek either (i) the waiver or reduction by the Tax Collector and Property Appraiser of their fees or (ii) a flat fee per year per tax parcel in an amount sufficient to reimburse the Tax Collector and Property Appraiser for their actual costs related to providing such services, which shall be paid by the District and reimbursed to the District through the FDFC PACE Program by the respective FDFC - approved PACE administrator. SECTION 18. FILING; PRINCIPAL PLACE OF BUSINESS. A copy of this Agreement shall be filed by the District for record with the Clerk of the Circuit Court in and for such jurisdictions as may be required by Section 163.01(11), Florida Statutes. By agreement of the parties, the principal place of business for the District shall be located in Orange County, Florida at FDFC's principal place of business. SECTION 19. LIMITED LIABILITY. (A) To the extent permitted by Florida Law and subject to the limitations of Section 768.28, Florida Statutes, the Parties hereto shall each be individually and separately liable and responsible for the actions of its own officers, agents and employees in the performance of their respective obligations under this lnterlocal Agreement. Except as specified herein, the Parties shall each individually defend any action or proceeding brought against their respective agency pursuant to this lnterlocal Agreement and shall be individually responsible for all of their respective costs, attorneys' fees, expenses and liabilities Incurred as a result of any such claims, demands, suits, actions, damages and causes of action, including the investigation or the defense thereof, and from and against any orders, judgments or decrees which may be entered as a result thereof. The Parties shall each individually maintain throughout the term of this lnterlocal Agreement any and all applicable insurance coverage required by Florida law for governmental entities. Nothing in this Agreement shall be construed to affect in any way the Parties' rights, privileges, and immunities, including the monetary limitations of liability set forth therein, under the doctrine of "sovereign immunity" and as set forth in Section 768.28 of the Florida.Statutes. (B) All Limited Member liabilities shall be governed by the Limited Purpose Party Membership Agreement. (C) No Party or any agent, board member, officer, official, advisor or employee of such Party shall be liable for any action taken pursuant to this Agreement in good faith or for any omission, or for any act of omission or commission by any other Party hereto or its 14 4814- 0430 - 8797.139753/0041 agents, officers, officials or employees. The terms of this Section 19 shall survive termination or expiration of this Agreement. (D) Neither this Agreement nor any Bonds issued by FDFC on behalf of the District under the FDFC PACE Program shall be deemed to constitute a general debt, liability, or obligation of or a pledge of the faith and credit of FRED, FDFC, or any Party or Subsequent Party, the State of Florida, or any political subdivision or agency thereof. The issuance of any Bonds by FDFC on behalf of the FDFC PACE Program shall not directly, indirectly, or contingently obligate any Party, FDFC, the State of Florida, or any political subdivision or agency thereof to levy or to pledge any form of taxation whatsoever therefor, or to make any appropriation for their payment. (E) The District, FDFC, and each Party are and shall be subject to Sections 768.28 and 163.01(9), Florida Statutes, and any other provisions of Florida law governing sovereign immunity. Nothing in this Agreement is intended to inure to the benefit of any third -party for the purpose of allowing any claim, which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. SECTION 20. ENTIRE AGREEMENT. This Agreement sets forth all the promises, covenants, agreements, conditions and understandings between the parties hereto regarding the subject matter hereof, and supersedes all prior and contemporaneous agreements (including the Original Interlocal Agreement), understandings, inducements or conditions, expressed or implied, oral or written, regarding the subject matter hereof, except as herein contained. SECTION 21. AMENDMENTS. This Agreement may be amended only by a writing approved by each Party. SECTION 22. ASSIGNMENT. This Agreement may be assigned, in whole or in part, by any Party at any time with the prior written consent of each other Party hereto, which consent shall not unreasonably be withheld. SECTION 23. EXECUTION IN COUNTERPARTS. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. SECTION 24. SEVERABILITY. In the event that any provision of this Agreement shall, for any reason, be determined invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. SECTION 25. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 15 4814- 0430 - 8797.139753/0041 • SECTION 26. JOINT EFFORT. The preparation of this Agreement has been a joint effort of the Parties hereto and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. SECTION 27. EFFECTIVE DATE. This Agreement shall become effective on the later of (A) the date hereof, or (B) the date the last Founding Member and FDFC executes this Agreement and the filing requirements of Section 18 hereof are satisfied. [SIGNATURE PAGES FOLLOW] 16 • 4814- 0430 - 8797,139753/0041 [SIGNATURE PAGE TO AGREEMENT] IN WITNESS WHEREOF, this Agreement has been executed by and on behalf of the Town of Lake Clarke Shores, Florida by its Mayor, its seal affixed hereto, as attested by its Clerk as of the (f day of A pr ( , 2017. TOWN OF LAKE CLARKE SHORES, FLORIDA 41 / By -womb tia Ma or APPROVED AS TO FORM: By: r.� - .. axles F. Schoech, Town Attorney ATTEST: *-atacoiragi By: _ Mary Pinkerman, Town Clerk 17 4814- 0430 - 8797.139753/0041 [SIGNATURE PAGE TO AGREEMENT] IN WITNESS WHEREOF, this Agreement has been executed by and on behalf of the City of Fernandina Beach, Florida by its Mayor, its seal affixed hereto, as attested by its Clerk as of the day of 2017. CITY OF FERNANDINA BEACH tha ( Robin C. Lentz 6 Commissioner -Mayor APPROVED AS TO FORM AND LEGALITY: do opor- Tammie E. Bach City Attorney ATTEST: Caroltie Best City Clerk 18 4814-0430-8797.139751P)041 [SIGNATURE PAGE TO AGREEMENT] IN WITNESS WHEREOF, this Agreement has been executed by and on behalf of the FDFC by the authorized signatory identified below. FLORIDA D ELOPMENT FINANCE CORPORAT 1 By Name: William "Bill" F. Spivey, Jr Title: Executive Director • 19 4814 - 0430. 8797,139753/0041 ATTACHMENT D 2011 Edition MONROE COUNTY, FLORIDA Request For Waiver of Insurance Requirements It is requested that the insurance requirements. as specified in the County's Schedule of Insurance Requirements, be waived or modified on the following contract. Ci ntractor. Florida Resiliency and Energy District Contract for. Non - Exclusive Interlocal Agreement Address of Contractor. 156 Tuskawilla Road Winter Sprngs, FL 32708 Phone: 407 - 712 -6352 Scope of Work: Purpose of levying and collecting voluntary, non -ad valorem assessments for property owners participating in the FDFC PACE Program within the County. Reason for Waiver: Not applicable to program. Policies Waiver will apply to: Signature of Contractor. Approve ' Not Approved Risk Management � Date — 1 KJ j e County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: Not Approved: Meeting Date: Administration Instruction 104 AGREEMENT BETWEEN MONROE COUNTY, FLORIDA AND RENOVATE AMERICA, INC. AS AN ADMINISTRATOR FOR THE FLORIDA RESILIENCY AND ENERGY DISTRICT, AND MONROE COUNTY This Agreement (the Agreement ") is entered into this 28 day of June, 2018 by and between Monroe County, a political subdivision of the State of Florida (the "Monroe County ") and Renovate America, Inc., ( "Renovate America "), as a third -party administrator for the Florida Resiliency and Energy District (the "District ") (collectively, the "Parties "). WHEREAS, Monroe County and the District have previously entered into that certain Non - Exclusive Interlocal Agreement dated 2a 18 (the "Interlocal Agreement ") which authorizes the District to operate within the unincorporated area of Monroe County, for the purposes of providing a Property Assessed Clean Energy ( "PACE ") program; and WHEREAS, Renovate America is a third party administrator for the District, and will be operating on behalf of the District within unincorporated Monroe County; and WHEREAS, Renovate America has s agreed to provide the County with a separate indemnification agreement for the benefit of the County. NOW, THEREFORE, the County and Renovate America hereby agree as follows: 1. The foregoing recitals are incorporated into this Agreement and approved. 2. Renovate America shall indemnify and hold harmless the County and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the County or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by Renovate America or its employees, agents, servants, partners, principals, administrators, subcontractors, or agents Renovate America 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. Renovate America 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 or its 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 connection with this Agreement shall be in the state courts of 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. [Signature Pages Follow] 2 a [Signature Page to Indemnification Agreement with Renovate America] IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. By: R man Gastesi, County Administrator (SEAL) Attest: Approved as to form: eitit Kevin Madok, Clerk and Comptroller Pedro Merca• o, Assistant County A orney S -1 [Signature Page to Indemnification Agreement with Renovate America] Renovate America, Inc. By: to414.4 Nam.. - cott D. McKinl . Title: Executive Vice President Date:_ 6 -28 -2018 S -2 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 S day of 3/An Q, , 2018. APPROVED AS TO FORM MONROE COUNTY, FLORIDA AND GAL y CI NC By By: (7 \4--- Assistant Coun► Attorney County Administrator or Designee Date For the Board of County Commissioners Monroe County, Florida ,CLERK Attest: By: Deputy Clerk Date RENEW FINANCIAL GROUP LLC, A DELAWARE LIMITED LIABILITY COMPANY 1221 Broadway, 4th Floor Oakland, CA 94612 By: /� - April 10. 2018 Date 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.