R16-118 RESOLUTION NO. R16 -118
A RESOLUTION OF THE CITY OF BOYNTON BEACH,
FLORIDA, APPROVING AND AUTHORIZING THE MAYOR TO
SIGN THE SECOND AMENDED AND RESTATED INTERLOCAL
AGREEMENT SIGNED BY THE TOWNS OF LANTANA AND
MANGONIA PARK WHICH FURTHER UPDATES THE BOARD
• OF SUPERVISORS' STRUCTURE FOR THE FLORIDA GREEN
11 FINANCE AUTHORITY; PROVIDES MORE FLEXIBILITY IN
1 OBTAINING A QUORUM OF THE BOARD; CHANGES THE
1 PROGRAM NAME; AND PROVIDING AN EFFECTIVE DATE.
1
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1 WHEREAS, the Towns of Mangonia Park and Lantana are the originating parties in the
1 • creation of the Florida Green Finance Authority ( "Authority "), providing Property Assessed Clean
1 Energy ( "PACE) funding for energy efficiency, renewable energy and wind resistance upgrades to
1: commercial and residential (near future) property in the City of Boynton Beach; and
1 • WHEREAS, due to the continued statewide growth of the Authority, the interlocal
2. agreement creating the Authority was in need of revision; and
2 WHEREAS, specific revisions to the program name, Board of Supervisors'
2 composition and appointment, quorum requirement and process for establishment, and
2 . program administration were necessary for the future operation of the Authority; and
2, WHEREAS, the Board of Supervisors of the Authority has approved such
2 amendments to the interlocal agreement, as contained in the Second Amended and Restated
2 Interlocal Agreement attached hereto, and has directed that they be brought back to the
27 originating parties for adoption; and
2: WHEREAS, the City Commission believes the adoption of the Second Amended
2. and Restated Interlocal Agreement serves the best interest of the Floriad Green Finance
30 Authority as well as the residents and businesses located within the City.
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3' NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
32 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
3i Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
31 being true and correct and are hereby made a specific part of this Resolution upon adoption
35 hereof.
3 I Section 2. The City Commission of the City of Boynton Beach, Florida hereby
3/ a pproves and authorizes the Mayor to sign the Second Amended and Restated Interlocal
38 Agreement on behalf of the City, a copy of which is attached hereto as Exhibit A.
3 Section 3. This Resolution shall become effective immediately upon passage.
4 PASSED AND ADOPTED this ?i4�' day of4nt der , 2016.
4' CITY OF BOYNTON BEACH, FLORIDA
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41 YES NO
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41 Mayor — Steven B. Grant .-/ 4 1
4 Vice Mayor — Mack McCray v
4�
4 Commissioner — Justin Katz ✓
50
5i C ommissioner — Christina L. Romelus '/
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51 Commissioner — Joe Casello
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5
5T VOTE 0
5 ATTEST:
,,, ,0 V , , ' , . lk:.,,,I , ,
3
k f ' r
� :
61 J th A. Pyle, CM ,
62 I erim City Clerk '
6 (Corporate Seal)
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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
counties the power to carry on county government to the extent not inconsistent with general or
special law; and
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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 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
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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. "Interlocal 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.
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
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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,
duties, or purposes authorized by Section 163.08, F.S., and to accept funding from
local and state agencies;
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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.
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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 a
reasonable time period after the subject meeting. The Treasurer, which officer role
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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 1S 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 from the
Authority Board. Any Director who resigns shall be replaced in accordance with
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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 Authority' s
business and be delegated with the exercise of the powers of the Authority as provided in Section
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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, F.S.
Both quarterly and annual financial reports of the Authority shall be completed in
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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
for such purposes, the principal of and interest on bonds, or other financing method,
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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 fixed 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
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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 Interlocal Agreement shall remain in full force and effect from
the date of its execution by the Originating Parties until such time as there is unanimous agreement
of the Authority Board to dissolve the Authority. Notwithstanding the foregoing, dissolution of
the Authority cannot occur unless and until any and all outstanding obligations are repaid;
provided, however, that any Party may terminate its involvement and its participation in this
Interlocal Agreement upon thirty (30) days' written notice to the other Parties. Should a Party
terminate its participation in this 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 Interlocal 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 governmental entities. Such
liability is subject to the provisions of law, including the limits included in Section
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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 Hypoluxo 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.
Section 31. Merger, Amendments. This Agreement incorporates and includes all prior
negotiations, correspondence, agreements or understandings applicable to the matters contained
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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 terms 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 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 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 be 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 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
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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.]
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IN WITNESS WHEREOF, the Originating Parties hereto have made and executed this
Interlocal Agreement on this day of , 2016.
ATTEST: Town of Lantana, a municipal
corporation of the State of Florida
BY: BY:
Town Clerk Town Manager
(Affix Town Seal)
Approved by Town Attorney
as to form and legal sufficiency
Town Attorney
ATTEST: Town of Mangonia Park, a municipal
corporation of the State of Florida
BY: BY:
Town Clerk Town Manager
(Affix Town Seal)
Approved by Town Attorney
as to form and legal sufficiency
Town Attorney
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