R12-0571
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RESOLUTION NO. R12 -057
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
BOYNTON BEACH, FLORIDA, APPROVING THE CITY'S
PARTICIPATION IN THE INTERLOCAL AGREEMENT BETWEEN
THE TOWN OF LANTANA, FLORIDA; THE TOWN OF MANGONIA
PARK, FLORIDA; AND THE FLORIDA GREEN FINANCE
AUTHORITY AS A MEANS OF IMPLEMENTING AND FINANCING
THE "FLORIDA GREEN ENERGY WORKS PROGRAM ", A
VOLUNTARY PROGRAM PROVIDING PROPERTY OWNERS
WITH THE OPPORTUNITY TO FINANCE ENERGY
EFFICIENCY IMPROVEMENTS ON THEIR PROPERTIES BY
REPAYMENT THROUGH NON AD- VALOREM ASSESSMENTS
ON THEIR PROPERTY TAX BILL; A QUALIFYING
IMPROVEMENTS PROGRAM FOR ENERGY CONSERVATION AND
EFFICIENCY IMPROVEMENTS FOR COMMERCIAL PROPERTIES
THROUGH PROPERTY ASSESSED CLEAN ENERGY (PACE);
APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK
TO EXECUTE THE PARTY MEMBERSHIP AGREEMENT TO THE
FLORIDA GREEN FINANCE AUTHORITY; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, A growing number of existing buildings within the City do not meet
today's energy efficiency standards, nor do many existing buildings have renewable energy
systems and many buildings are in need of improvements to protect them against damage
from storm events; and
WHEREAS, installing energy efficiency, renewable energy and wind resistance
improvements on existing structures can provide significant progress towards increased
energy conservation and protection of properties in the City of Boynton Beach; and
WHEREAS, the upfront costs of these improvements are a hurdle to installing them
and existing financing options may be insufficient for property owners to access cost-
effective financing for energy- saving or wind - resistance property improvements due to
requirements associated with traditional debt or equity financing options; and
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1 WHEREAS, Section 163.08, F.S. authorizes local governments in Florida to either
2 form individual programs, or partner with other local governments to allow property owners
3 to voluntarily finance energy efficiency, renewable energy or wind resistance improvements;
4 and
5 WHEREAS, the Town of Lantana has, pursuant to Section 163.08, F.S., created the
6 Florida Green Energy Works program which is a voluntary program that provides property
7 owners with the opportunity to finance energy efficiency improvements on their property by
$ repayment through non -ad valorem special assessments on their property tax bill; and
9 WHEREAS, the Towns of Lantana and Mangonia Park have formed the Florida
10 Green Finance Authority to administer the Florida Green Energy Works program; and
1 WHEREAS, other local governments in the State are able to partner in the Florida
Green Energy Works program by executing a Party Membership Agreement to join the
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Florida Green Finance Authority, thus eliminating the cost to form an energy financing
program by the individual local governments; and
WHEREAS, the Florida Green Energy Works program will provide significant
benefits including property owner cost savings, enhanced property values; and economic
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development and job opportunities; and
WHEREAS, the City Commission of the City of Boynton Beach believes that it is in
the best interests of the health, safety and welfare of its citizens to join the Florida Green
Finance Authority and participate in the Florida Green Energy Works program.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
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1 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
2 being true and correct and are hereby made a specific part of this Resolution upon adoption
3 hereof.
4 Section 2. The City Commission of the City of Boynton Beach, Florida hereby
approves membership by the City of Boynton Beach in the Florida Green Finance Authority
to administer the Florida Green Energy Works program. The City Commission hereby
approves the City joining as party to the Interlocal Agreement, dated June 11, 2012, to
18 become a member of the Florida Green Finance Authority. A copy of the Interlocal
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Agreement is attached as Exhibit A for reference purposes.
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1;q Section 3. The City Commission hereby authorizes the Mayor to execute that
11 certain Party Membership Agreement attached as Exhibit B. along with any other documents
1� necessary to implement the Florida Green Energy Works program with administration by the
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1jl Authority and to achieve these purposes
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1 Section 4. This Resolution shall become effective immediately upon passage.
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PASSED AND ADOPTED this 3` day of July, 2012.
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1 V ATTEST:
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21� (5Jan M. Prainito, MMC P ��
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CITY OF BOYNTON BEACH, FLORIDA
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' �r ce Vayor — ck McCray
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¢ommi.ss�i er — Sav Holzma — xt
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-Commissioner — Marlene Ross
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Party Membership Agreement To The
Florida Green Finance Authority
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, 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, dated June 11, 2012, establishing 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, the City of Boynton Beach desires to become a member of the Florida
Green Finance Authority in order to facilitate the financing of qualifying improvements for
energy conservation for those businesses located within the City.
NOW, THEREFORE, it is agreed as follows:
1. The Interlocal Agreement between the Florida Green Finance Authority, the Town of Lantana
and the Town of Mangonia Park, entered into on June 11, 2012 (the "Interlocal Agreement "), for
the purpose of facilitating the financing of qualifying improvements for energy conservation and
efficiency through the levy and collection of voluntary non -ad valorem assessments on improved
property is hereby supplemented and amended on the date last signed below by this Party
Membership Agreement, which is hereby fully incorporated into the Interlocal Agreement.
2. The Florida Green Finance Authority, together with its member Parties and the City of
Boynton Beach, with the intent to be bound thereto, hereby agree that the City of Boynton Beach
shall become a Party to the Interlocal Agreement together with all of the rights and obligations of
Parties to the Interlocal Agreement.
3. The Service Area of the Florida Green Finance Authority shall include the legal boundaries of
the City of Boynton Beach.
4. The City of Boynton Beach hereby agrees to appoint a representative to serve as an Authority
Board Director serving an initial term of three (3) years. All Parties acknowledge that the
remaining Directors will each be appointed by the governing body from each requisite water
management district boundary area that joins the Authority through execution of this Agreement
and that desires to serve as a Director.
5. The City of Boynton Beach designates the following as the respective place for any notices to
be given pursuant to the Interlocal Agreement Section 27:
tso Beach: Lori LaVerriere
Interim Cit Mana
100 East Bo Beach Boulevard
Bo Beach, FL 33435
With a cop to: James A. Cherof, Es
Cit Attorne
Goren, Cherof, Dood & Ezrol, P.A.
3099 E. Commercial Boulevard, Ste. 200
Ft. Lauderdale, FL 33308
6. This Part Membership A shall be filed b the Authorit with the Clerk of the Circuit
Court in the Public Records of Palm Beach Count as an amendment to the Interlocal
A 'in accordance with Section 163.01 (11), Florida Statutes.
IN WITNESS WHEREOF, the Parties hereto subscribe their names to this Interlocal
A b their dul authorized officers.
The Florida Green Finance Authorit a separatj
le entit established pursuant to Section
163.01(7), Florida Statutes
B
Secretar of the Authorit
Approved b Authorit Attorne
as to form and le sufficienc
B PA
Jane M. Prainito, MMC, Cit Clerk
■
The Cit of Bo Beach
Florida Green Finance Authorit
Attention: Board Chair
500 Gre Circle
Lantana,, Fl 334623
.ke: Resolution R12-057 Part Membership A to the Florida Gree!7-
Finance Authorit
Attached for y our handlin is a partiall executed a and a cop of the
Resolution mentioned above, Once the a has been si please return The
ori to the Cit Clerk's Office for Central File.
If y ou have an q uestions, please do not hesitate to contact me.
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Twbyll�il I'l 1 1 1 1TD;TMAT4qM
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M. Prainito,, MMC
Cit Clerk
FIR ffim H
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S:\CC\WP\AFTER COMMISSION\ er Transmittal Letters After Commission \2012 \R12-057 Florida Green Finance
Authorit A
America's Gatewa to the Gu�fstream
INTERLOCAL AGREEMENT BETWEEN THE
FLORIDA GREEN FINANCE AUTHORITY, THE
TOWN OF LANTANA AND THE TOWN OF
MANGONIA PARK
This Interlocal Agreement (the "Agreement ") is entered into between the Town of Lantana, Florida, a
Florida municipal corporation ( "Lantana ") and the Town of Mangonia Park, Florida, a Florida
municipal corporation, ( "Mangonia Park ") (together the "Originating Parties "); and 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, the Lantana and Mangonia Park 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 "Florida Green Energy Works "; 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 Lantana and any other 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
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, the Lantana and Mangonia Park have determined that it is necessary and appropriate to
establish various obligations for future cooperation between Lantana, Mangonia Park, the Authority
and all other local governments that execute this Interlocal Agreement (each a "Party ") thereby
becoming members of the Authority related to the financing of qualifying improvements within the
Authority; and
WHEREAS, Lantana shall administer this Interlocal Agreement; and
WHEREAS, Lantana and Mangonia Park 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 Incomorated. 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, all powers available to the Authority under this Agreement and general law,
including but not limited to, Chapters 163, 170, 189 and 197, F.S. may be implemented by the
Authority within the jurisdictional boundaries of the Originating Parties. The Originating Parties do
hereby consent and agree to levy and collect voluntary non
ad valorem assessments on properties, either individually or collectively as permitted by law, within
their respective jurisdictions in accordance with the purposes of this Agreement and applicable law, to
be repaid to the Authority. The Originating Parties also delegate the power to levy and collect
voluntary non -ad valorem assessments on properties within their jurisdictions as may be 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.
Section 5. Definitions.
"Authority Board" shall be the governing body of the Authority, comprised of
representatives from all Parties as defined herein.
"Florida Green Energy Works 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.
"Interlocal Agreement" or "Agreement" is defined as this Agreement including any
amendments and supplements executed in accordance with the terms herein.
"Originating Parties" include the Florida local governments (as defined by Section
I63.08, F.S.) that are the original signatories to this Agreement. These are the Towns of
Lantana and Mangonia Park.
"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.
"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 a "Party". To be a Party, a local government shall execute
the Signatory Page attached as Exhibit B to this Agreement, which Signatory Page shall
supplement and amend this Agreement.
"Qualifying Improvements" are as defined in Section 163.08, F.S. in addition to any
other improvements or services not inconsistent with state law.
"Service Area" shall mean the geographic area comprising all of the areas 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 Authoritv Board. The Originating Parties, and all subsequent 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. Authoritv Boundaries and Service Area. The boundaries of the Authority shall be the legal
boundaries of the local governments that are Parties to this Agreement. 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 Originating Parties and all subsequent 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 to
secure the repayment of costs of qualifying improvements for those individual properties participating
in the Florida Green Energy Works 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 Authoritv. 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:
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;
To make and enter into contracts in its own name;
To enter into any interlocal agreement as necessary to exercise powers conferred by law;
To appoint committees to assist with implementation of this Agreement;
To employ agencies, employees, or consultants;
To acquire, hold, lease or dispose of real or personal property;
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;
To levy and collect assessments, or assist in the levy and collection of assessments, either as
the Authority or on behalf of an Originating Party or subsequent Party as permitted by law;
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;
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 an Originating Party or a subsequent Party;
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;
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.;
To create and adopt any and all necessary operating procedures, policies, manuals or bylaws;
To maintain insurance as the Authority deems appropriate;
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
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. Authoritv Board. The Authority shall be governed by a seven (7) member Board of
Directors which shall include one Director appointed by the governing body of each Originating Party
plus five (5) additional Directors. To assure geographical representation across the State, the
Authority seeks to appoint one (1) Director from the boundaries of each of the five (5) water
management districts as defined in Chapter 373, F.S. Only Parties, through their governing bodies,
may appoint representatives to serve as an Authority Board Director. Originating Party representatives
serve an initial four (4) year term commencing upon execution of this Agreement, and subsequent
terms as further set forth in subparagraphs a. and b. of this section. The remaining five (5) Directors
will each be appointed by the governing body of the first Party from each requisite water management
district boundary area that joins the Authority through execution of this Agreement and that desires to
serve as a Director. Upon execution of this Agreement by such a Party, the term of its appointed
Director shall commence for an initial term of three (3) years, and subsequent terms as further set forth
in subparagraphs a. and b. of this section. Thereafter, any Party may submit one nominee to serve as
an Authority Board Director for any given term.
a. Prior to the appointment of the full Authority Board as set forth above, and for
purposes of the first organizational meeting(s), the Authority Board shall be comprised of
representatives appointed by the governing bodies of the two (2) Originating Parties. Actions
taken in this interim period shall be by unanimous consent and shall be binding on the
Authority pursuant to the adoption of resolutions which do not require an in- person meeting,
but which must be ratified by a majority vote of the Authority Board Directors in the next
regularly scheduled meeting. All actions enumerated in paragraph c. of this section, as well as
any other actions necessary to initiate the operation of the Authority may be taken during this
interim period.
b. The Town Manager of Lantana, or designee, shall serve as the Chair of the Authority
Board for the initial four (4) year term. The Mangonia Park representative shall serve as Vice
Chair of the Authority Board for the initial four
(4) year term. Upon the conclusion of the initial terms as set forth above, the Authority
Board shall annually select directors and appoint its Chair, Vice Chair and Secretary,
each of which shall then serve one (1) year terms. The appointment of Authority
Board Directors and officers shall take place at the first regular Authority meeting of
the year. 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 shall keep all meeting minutes and a
record of all proceedings and acts of the Board. Minutes shall be distributed to all
Directors and Parties in a reasonable time period after the subject meeting.
C. 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;
❑ 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.
❑ 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.
❑ To adopt bylaws and rules of procedure, or amend those that may be initially adopted
by the Originating Parties.
❑ To fix the location of the principal place of business of the Authority and the location
of all offices maintained thereunder.
❑ To create any and all necessary offices in addition to Chair, Vice -Chair and Secretary;
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 Florida Green Energy Works Program.
❑ To select and employ such employees and executive officers as the Authority Board
deems necessary or desirable, and to set their compensation and duties.
❑ To employ or hire such attorneys as it deems appropriate to provide Iegal 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.
❑ As applicable and available, nothing herein shall limit the Authority's ability to pursue
actions or remedies pursuant to Chapter 120, F.S.
d. Any Director may resign from service upon providing 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. Any Director who resigns shall be replaced in the same
manner that the resigning Director was selected. Any resigning Director shall immediately
turn over and deliver to the Authority Board Secretary all records, books, documents or other
property in their possession or under their control which belongs to the Authority. Directors
are encouraged to provide a minimum of 30 days notice so that a successor can be properly
appointed; however, any Director who must resign immediately upon extenuating
circumstances shall be succeeded by an interim Director by majority vote of the Authority
Board until such time as a permanent successor can be seated.
e. Any Authority Board Director who is absent for three (3) consecutive Authority Board
meetings, unless otherwise excused by the Chair, shall be deemed to have resigned from the
Authority Board.
f. Authority Board Directors shall serve without compensation for the first year after the
establishment of the Authority pursuant to this Agreement. Thereafter,
Authority Board Director compensation may be set by a unanimous vote of the
Directors of the Authority Board in a manner and at such amounts as is consistent with
applicable law. Travel expenses for Authority Board Directors shall be reimbursed as
permitted by Florida law.
Section 11. Meetines of the Authoritv Board.
❑ Within thirty (30) calendar days of the creation of the Authority, or sooner if feasible,
the Originating Parties shall hold an organizational meeting to elect officers and perform other
duties as required under this Agreement.
❑ Prior to the beginning of each fiscal year (October 1), on a date, place and time as
determined by the Authority Board, 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.
❑ 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.
❑ 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 Authoritv 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. 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. Authoritv Staff and Attornev.
❑ The Authority's administrative functions shall be carried out by Lantana and its
consultants, and shall include all duties necessary for the conduct of the Authority's business
and the exercise of the powers of the Authority as provided in Section 163.01 and Section
163.08, F.S.
❑ The law firm that serves as the General Counsel for Lantana shall also serve as the
General Counsel to the Authority. After the Authority has been operating for four (4) years, the
Authority may opt to hire different Authority staff and /or general counsel.
Section 14. Authorized Official. The Authority Board Chair 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. Subseauent Parties. Recognizing the benefit that the formation of the Authority will
provide to all Florida local governments, the Originating Parties to this Agreement support and
encourage the participation of subsequent Parties as contemplated herein.
Section 16. Fundin¢ the Initial Proeram. Funding for the Authority shall initially be from grant funds
or other funds acquired by the Originating Parties and/or subsequent Parties. For the initial
establishment of the Authority, contributions can be made to the Authority as permitted by law.
Section 17. Debts of the Authoritv are Not Oblitations of anv 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. However, any debts, liabilities, or
obligations of the Authority do not constitute debts, liabilities or obligations of the Originating Parties
or any subsequent Party to this Agreement.
Section 18. Annual Budaet.
❑ 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.
❑ The adopted Budget shall be the operating and fiscal guide for the Authority for the
ensuing Fiscal Year.
❑ 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
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 budget audit and (ii) an independent financial and/or 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.
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 subsequent 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 Florida Green Energy Works
Program to be paid by each participating property owner consistent with Section 163.08(4),
F.S.
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 Florida Green Energy Works
Program. This shall include any required reserves 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.
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,
RS,
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.
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 Imolementation 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 Florida
Green Energy Works Program. The Originating Parties and all subsequent Parties understand and
agree that the procurement for the initial TPA was performed by Lantana in accordance with its adopted
procurement procedures. Pursuant to said procurement procedures, "EcoCity Partners, L3C" has been
hired as the TPA. The "Florida Green Energy Works Program Administration Services Agreement"
between Lantana and EcoCity Partners, MC is attached hereto as Exhibit 1 and is hereby incorporated
by reference. By execution of this Agreement, all parties hereto agree that the initial Florida Green
Energy Works Program Administration Services Agreement, as amended, will be assigned by Lantana
to the Authority and shall be executed and assumed by the Authority.
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 subsequent 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 Liabilitv.
❑ 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.
❑ The Originating Parties and all subsequent 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 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: Corbett and White, P.A. 1111 Hypoluxo
Road, Suite 207 Lantana, FL 33462 Attn: Keith W. Davis, Esq.
Mangonia Park: Town Manager Town of Mangonia Park
1755 East Tiffany Drive Mangonia Park, Florida 33407
With a Copy to: Corbett and White, 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(l 1), F.S.
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. Amendment. 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 terms and conditions contained in this Interlocal Agreement 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 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. Comoliance 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. Severabilitv. 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 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.]
IN WITNESS WHEREOF, the Originating Parties hereto have made and executed this
Interlocal Agreement on this day of , 2012.
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
ATTEST: The Florida Green Finance Authority, a separate
legal entity established pursuant to Sectio
n
163,01(7), Florida Statutes
BY: BY:
Secretary of the Authority Chair of the Authority
Approved by Authority Attorney
as to form and legal sufficiency
Authority Attorney
Exhibit A
[Third Party Administrator Agreement]
Exhibit B Party Membership Agreement
To The Florida Green Finance Authority
The Interlocal Agreement between the Florida Green Finance Authority, the Town of Lantana and the
Town of Mangonia Park (the "Interlocal Agreement") entered into on , 2012 for the
purpose of facilitating the financing of qualifying improvements for energy conservation and
efficiency via the levy and collection of voluntary non -ad valorem assessments on improved property
is hereby supplemented and amended on the date last signed below by this Signatory Party
Membership Agreement, which is fully incorporated into the Interlocal Agreement as follows:
The Florida Green Finance Authority, together with its member Parties, and the City of West Palm
Beach, with the intent to be bound thereto, hereby agree that the City of West Palm Beach shall
become a Party to the Interlocal Agreement together with all of the rights and obligations of Parties to
the Interlocal Agreement.
The City of West Palm Beach hereby agrees to appoint a representative to serve as a member of the
Authority. All Parties acknowledge that the remaining five (5) Directors will each be appointed by the
governing body of the first Party from each requisite water management district boundary area that
joins the Authority through execution of this Agreement and that desires to serve as a Director serving
an initial term of three (3) years.
The City of West Palm Beach designates the following as the respective place for any notices to be
given pursuant to the Interlocal Agreement Section 27:
West Palm Beach: Ed Mitchell, City Administrator 401 Clematis
Street, Second Floor West Palm Beach, FL 33401
With a Copy to: Corbett and White, P.A. Authority Attorney 1111
Hypoluxo Road, Suite 207 Lantana, FL 33462 Attn: Keith W. Davis, Esq.
IN WITNESS WHEREOF, the Parties hereto subscribe their names to this Interlocal Agreement by
their duly authorized officers on this day of , 2012.
ATTEST: The Florida Green Finance Authority, a separate legal entity established pursuant to
Section 163.01(7), Florida Statutes
BY: BY:
Secretary of the Authority Chair of the Authority
Approved by Authority Attorney as to form and legal sufficiency
Authority Attorney
ATTEST: City of West Palm Beach, a municipal corporation of the State of Florida
BY: BY:
City Clerk Jeri Muoio , Mayor
(Affix Town Seal)
Approved by City Attorney as to form and legal sufficiency
City Attorney
Party Membership Agreement To The
Florida Green Finance Authority
WPB Contract No. 11068
WPB Res, No,
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, 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, dated June 11, 2012, establishing 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, the City of West Palm Beach desires to become a member of the Florida Green Finance
Authority in order to facilitating the financing of qualifying improvements for energy conservation for
those located within the City;
NOW, THEREFORE, it is agreed as follows:
1. The Interlocal Agreement between the Florida Green Finance Authority, the Town of Lantana and
the Town of Mangonia Park, entered into on June 11, 2012 (the "Interlocal Agreement "), for the
purpose of facilitating the financing of qualifying improvements for energy conservation and
efficiency via the levy and collection of voluntary non -ad valorem assessments on improved property
is hereby supplemented and amended on the date last signed below by this Party Membership
Agreement, which is hereby fully incorporated into the Interlocal Agreement.
2. The Florida Green Finance Authority, together with its member Parties, and the City of West Palm
Beach, with the intent to be bound thereto, hereby agree that the City of West Palm Beach shall
become a Party to the Interlocal Agreement together with all of the rights and obligations of Parties to
the Interlocal Agreement.
3. The Service Area of the Florida Green Finance Authority shall include the legal boundaries of the
City of West Palm Beach.
4. The City of West Palm Beach hereby agrees to appoint a representative to serve as an Authority
Board Director serving an initial term of three (3) years. All Parties acknowledge that the remaining
Directors will each be appointed by the governing body of the first Party from each requisite water
management district boundary area that joins the Authority through execution of this Agreement and
that desires to serve as a Director.
5. The City of West Palm Beach designates the following as the respective place for any notices to
be given pursuant to the Interlocal Agreement Section 27:
Florida Green Finance Authority WPB 060411 1
West Palm Beach: City Administrator City of West Palm
Beach 401 Clematis Street
(P.O. Box 3366; 33402 -3366)
West Palm Beach, FL 33401
With a copy to: City Attorney City of West Palm
Beach 401 Clematis Street
(P.O. Box 3366; 33402 -3366)
West Palm Beach, FL 33401
6. This Party Membership Agreement shall be filed by the Authority with the Clerk of the Circuit
Court in the Public Records of Palm Beach County as an amendment to the Interlocal Agreement, in
accordance with Section 163.01 (11), Florida Statutes.
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: By:
Secretary of the Authority Chair of the Authority
Approved by Authority Attorney as to form and legal sufficiency
Authority Attorney
ATTEST City of West Palm Beach, a municipal corporation of the State of
Florida
By: By: City
Clerk Geraldine Muoio, Mayor
(CitySeal) City Attorney's Office Approved as to form and legality By:
Florida Green Finance Authority WPB 0604112
)FLORIDA GREEN ENERGY WORKS PROGRAM
ADMINISTRATION SERVICES AGREEMENT
(Addendum to Agreement for Implementation of Grant #17477)
THIS FLORIDA GREEN ENERGY WORKS PROGRAM ADMINISTRATION
SERVICES AGREEMENT ("Agreement "), dated as of 2 , 2012, is entered into
by and between the Town of Lantana, Florida ( "Town "), the Florida Green Finance Authority
( "Authority ") and EcoCity Partners, L3C, a Vermont low -profit limited liability company
( "Administrator") (Town, Authority and Administrator are referred to herein collectively as the
"Parties" and singly as a "Party ").
Background
A. Section 163.08, Florida Statutes (Supplemental Authority for Improvements to
Real Property) (together with any amendments thereto, the "PACE Act") provides authority to
provide funding and financing for certain energy - efficiency, renewable energy and wind resistant
qualifying improvements and associated programs by local governments ("PACE .Program ").
B. The Town received a grant to implement a PACE Program within the geographic
boundaries of the Town, and also to implement a certification program for businesses located in
the Town to identify and recognize businesses that adopt sustainable practices (collectively, the
"Program ").
C. Using funds provided through Grant Agreement #17477 (formerly known as
Grant Agreement #ARS053) with the Florida Office of Energy (formerly the F ida Energy and
Climate Commission), the Town entered into an Agreement with Administrator on July 26, 2011
which engaged Administrator to develop and implement an efficient, effective and voluntary
Program (the "Existing Agreement').
D. As required by the Existing Agreement, the Town, together with other local
governments, has formed the Florida Green Finance Authority, an administrative entity formed
pursuant to an interlocal agreement as authorized by Chapter 163 of the Florida Statutes
( "Authority "), to serve as the vehicle for the Program within the geographic boundaries of all
units of local government that become parties to the Intergovernmental Agreement among the
Town and additional local governments (the "Interlocal Agreement ") (hereinafter the effective
date of the Interlocal Agreement shall be referred to as the "Launch Date ").
E. The Existing Agreement requires Administrator to design and implement a
Program that would transition into a sustainable business model persisting after ARRA grant
funds were expended and that will continue to incorporate other local governments who express
an interest to "opt in" after the program is formed. The proposal laid out by Administrator in
response to a Request for Qualifications issued by the Town requires completion of an initial
series of tasks to design and implement the Program by April 30, 2012 or otherwise in support of
fulfillment of the Grain Agreement, The Existing Agreement does not, however, specify the
scope of the responsibilities to be undertaken by Administrator once the design phase is
completed.
F. Now that the initial design phase of the Program is nearing completion and after
working together to develop specific Program parameters and to take steps to establish the
Authority, Town and Administrator wish to amend the Existing Agreement in order to facilitate
the transition into a sustainable business model. This amendment is intended to identify the
source of revenue for operating the Program after grant funds are expended and to more fully
define the scope of the services to be provided by the Administrator to the Authority for
implementation and ongoing administration of the Program. This Agreement shall be appended
to the Existing Agreement as an addendum thereto, and in the event of any conflict between the
terms hereof and the Existing Agreement, the terms of this Agreement shall prevail.
G. The Town of Lantana wishes to assign the Existing Agreement, as amended and
restated herein, to the Authority and the Authority wishes to assume the Agreement for
implementation of the Program.
1. Restatement: Assignment. This Agreement shall become effective upon
execution by the Town and the Administrator. It amends, restates and replaces the Existing
Agreement in its entirety. The assignment of this Agreement by the Town to the Authority, and
assumption of the Agreement by the Authority from the Town, shall become effective upon
execution by the Authority.
2. Term. Renewal. The term of this Agreement (the "Initial Term") shall be a
period of five (5) years from the Launch Date. At the expiration of the Initial Term and any
Renewal Term, the Agreement shall automatically be renewed for an additional five (5) year
period(s) (each, a "Renewal Term" and, together witb the Initial Term, the "Term ") unless
terminated earlier as provided in Section 7.
3. Services.
(a) Scone of Se rvices . Administrator has been engaged to design, implement
and administer the Progrant, and Administrator shall perform the services described in Exhibit A
attached hereto and made a part hereof (the "Services'. The Services shall be provided to the
Authority for purposes of assisting the local governments that are parties to the Interlocal
Agreement ("Members ") with financing of qualifying improvements authorized by the PACE
Act (hereinafter "Qualifying Improvements'.
(b) Standards of Service. Work under this Agreement shall be performed only
by competent personnel under the supervislon of Administrator. Administrator shall commit
adequate resources to develop and implement and the Program and perform the Services as
required by this Agreement The Administrator shall exercise the same degree of care, skill and
diligence in the performance of the Services as that ordinarily provided by an administrator
under similar circumstances. Work, equipment or materials that do not conform to the
requirements of this Agreement, or to the requirements of law, may be rejected by the Authority
by written notice to Administrator and in such case shall be replaced promptly by Administrator
following notice and explanation of applicable requirements from the Authority, unless
Administrator provides a bona fide objection to the rejection notice,
(c) Additional Service Provldm, Administrator shall be permitted, in its sole
discretion, to use and employ vendors, underwriters, providers, consultants, advisors or counsel
in the development and administration of the Program or the provision of the Services. A current
list of subcontractors is attached as Exhibit B. Administrator shall be responsible for all work
performed by any other parties engaged by Administrator related to the Services.
(d) Compliance w aws: Bindine Agreement. The Administrator hereby
warrants and represents that at all times during the term of this Agreement it shall maintain in
good standing all required licenses, certifications and permits required under federal, state and
local laws applicable to and necessary to perform the Services as an independent contractor.
Administrator represents that it is authorized to do business in the State of Florida. The
execution, delivery and performance of this Agreement by Administrator has been duly
authorized, and this Agreement is binding on Administrator and enforceable against
Administrator in accordance with its terms. No consent of any other person or entity to such
execution, delivery and performance is required.
(e) No E xclusive .dug re t: Conflicts of Interest. Nothing; in this
Agreement shall prevent Administrator from performing similar Services in other jurisdictions,
either within or outside the State of Florida. So long as Administrator fulfills its obligations to
provide the Services, Administrator, its sub consultants or any other provider, vendor, consultant,
underwriter, or third party used or employed by Administrator, is permitted, individually or
collectively, to advance without conflict any other PACE Program, or assist any other PACE
Program sponsor, and that there is and shall be no objection by the Authority to such actions.
The Administrator agrees that neither it nor its sub consultants shall represent any persons or
entities in any action before the Authority, or before any Member of the Authority concerning
implementation of the Program.
(f) Independent Administrator. Administrator and any agent or employee of
Administrator shall be deemed at all times to be an independent contractor and not an employee,
partner, agent, joint venture or principal of the Authority with respect to all of the acts and
Services performed by and under the terms of this Agreement. Accordingly, neither Party shall
have any authority to represent or bind the other. Administrator is wholly responsible for the
manner in which it performs the Services and work required under this Agreement. Neither
Administrator nor any agent or employee of Administrator shall be entitled to participate in any
plans, arrangements or distributions by the .Authority or any of its Members pertaining to or in
connection with any retirement, health or other benefits the Authority or any of its Members may
offer their employees. Administrator is liable for the acts and omissions of itself, its employees
and agents. Any terms in this Agreement referring to instructions from the Authority shall be
construed as providing for direction on policy and the results of Administrator's work, but not
the means as to which such a result is obtained, The Authority does not retain the right to control
the means or method by which Administrator performs the Services.
(g) Tare . Administrator shall be responsible for all obligations and
payments, whether imposed by federal, state or local law, including, but not limited to, FICA,
income tax witUoldings, unemployment uumponsation, insurance and other similar
responsibilities arising from Administrator's business operations.
4. ResDonsibilides of Authority,. The Authority acknowledges that the Florida law
authorizing FACE programs reserves authority and responsibility for establishing the program
and executing financing agreements with property owners to local government. Consequently,
the Authority shall timely take the following actions:
(a) Authorize and adopt resolutions required to implement the Program;
(b) Approve documents authorizing the Administrator to commence legal
proceedings on behalf of the Authority to validate Program related obligations and to engage
counsel for the purpose;
(c) Within a reasonable time following submittal by Administrator, execute
documents required to implement the Program including, but not limited to, financing or other
agreements, obligations or instruments;
(d) Otber actions reasonably required to be performed by the Authority to
facilitate the development, implementation or activities of the PACE Program.
3. Compensation.
(a) Dram Design. For Services relating to the design of the Program, the
Administrator shall be paid in accordance with the Existing Agreement, except as follows. In
addition to the compensation set forth in the Existing Agreement, Administrator shall be paid:
(1) a separate payment of Thirtv -Two Thousand and No /100 Dollars for Program workshops;
and (2) a separate payment (or payments totaling) One Hundred Thousand and No /100 Dollars to
be used for bond validation and oroaram administrative costs and expenses. All funds described
in this paragraph 5(a) are provided by the Grant Agreement. As a condition to the receipt of
each separate payment, the Administrator shall deliver to the Town a proposed budget, including
legal, administrative and workshop expenses, and shall submit invoices showing payment for
work performed and expenses incumcd, in such detail as the Town may require. Payments shall
be made by check payable to "EcoCity Partners, L3C."
(b) Ongoing Program Administration, For Services relating to the ongoing
operation of the Program, and for its performance hereunder, Administrator shall be entitled to
impose and collect fees and charges in accordance with the schedule of fees described in
Schedule 3 to Exhibit A ( "Schedule of Fees "), which the Authority and Administrator may
amend from time to time by mutual agreement to ensure the Program is priced to be competitive
in the marketplace and all expenses are paid for through Program operation.
(c) Payment Does Not Imply Acceptance. The making of any payment by the
Authority, or the receipt thereof by Administrator, shall not reduce the liability of Administrator
to replace any work, equipment or materials which do not conform to the requirements of this
Agreement, regardless of whether the unsatisfactory character of such work, equipment or
materials was apparent or reasonably detectable at the time payment was made.
(d) Additiod] Serve Proyidem Administrator shall be solely responsible
for all payments to any third party subcontractors, service providers or sub consultants that Lire
engaged by Administrator to perform any of the Services contemplated by this Agreement.
6. Indemnification. Insurance.
(a) indemnificatiQL Administrator shall indemnify and hold harmless the
Authority, its officers agents and employees, and shall upon request defend them, from and
against any and all demands, claims, losses, suits, liabilities, causes of action, judgment or
damages, arising out of, related to, or in any way connected with Administrator's performance of
this Agreement, including, but not limited to, liabilities arising from contracts between the
Administrator and third parties made pursuant to this Agreement. The indemnity obligations
provided for in this paragraph shall include reasonable attorneys' fees, but shall exclude any
liability resulting from acts of, or failure to take action by, the Authority, its officers, agents and
employees.
The Authority shall promptly notify the Administrator of any claim giving rise to a right
to indemnity and shall fully cooperate with the Administrator in defense of such claims. So long
as the Administrator has agreed that the Authority is entitled to indemnification, the
Administrator shall have the right to control the defense of the claim, including, without
limitation, the right to designate counsel and to select a single counsel to jointly represent the
interests of the Authority and the Administrator (unless an actual present conflict would preclude
joint representation) and including the right to control all negotiations, litigation, arbitration,
settlements, compromises, and appeals of the claim. The Authority shall cooperate in defense of
any claims and may, but is not required to, retain at its cost additional separate counsel to
participate in or monitor the defense of the claim by Administrator.
This Section 6(a) shall survive termination of this Agreement.
(b) Insurance. Without in any was limiting Administrator's liability pursuant
to Section 7(a) above, Administrator shall maintain in force, throughout the Term, insurance with
the following coverages:
L Worker's Compensation insurance in the amount required by law;
ii. Commercial General Liability Insurance with limits of not less than $1
million per occurrence Combined Single Limit for Bodily Injury and
Property Damage, including Contractual Liability, Personal Injury,
Products and Completed Operations;
iii. Commercial Automobile Liability insurance with limits of not less
than $1 million per occurrence Combined Single Limit for Bodily
Injury and Property Damage, including Owned, Non -Owned and Hired
auto coverage, as applicable; and
iv. Professional liability insurance with limits of not less than $1 million
per claim with respect to negligent acts, errors or omissions in
connection with professional services to be provided under this
Agreement.
(r,) Reauired Provi,tions. All insurance required under this Agreement shrill
be maintained with reputable companies authorized to do business in The StaTe of Florida. The
liability insurance required under this Section 6 shall (i) name the Authority as an additional
insured, (ii) provide that such policy is primary insurance to any other insurance available to the
additional insureds, with respect to any claims arising out of this Agreement, and (iii) apply
separately to each insured against whom a claim is made or a suit is brought. Upon request,
Administrator shell deliver a certificate of insurance to the Authority confirming the existence of
the insurance required by this Agreement.
7. Default: Termination.
(a) Events of Default. Each of the following shall constitute an event of
default ("Event of Default ") under this Agreement:
L Either Party fails or refuses to perform or observe any material term,
covenant or condition contained in any section of this Agreement, and
such failure continues for a period of thirty (30) days after receipt of
written notice from the non - breaching Party, or such longer period as
may be reasonably required for cure, provided the breaching Party
commences the cure within thirty (30) days and diligently pursues the
cure until completion.
ii. Administrator (A) is generally not paying its debts as they become
due, (B) files, or consents by answer or otherwise to the filing against
it of, a petition for relief or reorganization or any other petition in
bankruptcy or for liquidation or to take advantage of any bankruptcy,
insolvency, or other debtors' relief law of any jurisdiction, (C) makes
an assignment for the benefit of creditors, or (D) consents to the
appointment of a custodian, receiver, trustee or other officer with
similar powers over Administrator or any substantial part of
Administrator's property.
iii. A court or governmental authority enters an order (A) appointing a
custodian, receiver, trustee or other officer with similar powers with
respect to Administrator or any substantial part of Administrator's
property, (B) constituting an order for relief or approving a petition for
relief or reorganization or any other petition in bankruptcy or for
liquidation or to take advantage of any bankruptcy, insolvency, or
other debtors' relief law of any jurisdiction, or (C) ordering the
dissolution, winding -up or liquidation of Administrator.
(b) Remedies for Default. Upon the occurrence of any Event of Default, each
Party shall be entitled to proceed at law or in equity to enforce their rights under this Agreement,
including, without limitation, to terminate this Agreement or to seek specific performance of all
or any part of this Agreement. In addition, following the occurrence of any Event of Default, the
Authority shall have the option, but no obligation, to cure or cause to be cured any Event of
Default on behalf of Administrator, and in such event Administrator shall pay to the Authority
upon written demand all costs and expenses incurred by the Authority in effecting such cure,
with interest thereon from the date the expense is incurred by the Authority at the maximum rate
then permitted by law. The Authority shall have the right to offset from any amounts due
Administrator under this Agreement or any other Agreement between the Authority and the
Administrator all damages, losses, costs and expenses incurred by the Authority, as a result of the
occurrence of an Event of Default caused by Administrator.
(c) Exerc� a tidies All remedies provided for in this Agreement may
be exercised singly or in combination with any other remedy available hereunder or under
applicable law. The exercise of any remedy shall not be deemed a waiver of any other remedy.
(d) Termination for Convenience.
L Effective Date. Following the Initial Term, either party may notify the
other of its intent to terminate the Agreement for any reason by
delivering written notice of temxination no later than May 15 of any
year during the Term. In such event, the Agreement will terminate on
August 15 of the year in which the termination notice is delivered, at
which date Administrator shall cease providing the Services. In the
event the Authority terminates the Agreement under the provisions of
this paragraph 6(b), Administrator shall be entitled to continue to offer
the Services during the transition period so long as (i) Administrator
does not approve any projects, completion of which will extend
beyond the termination date; (ii) Administrator provides for ongoing
management of assessments related to any projects completed under
Administrator's auspices; (iii) Administrator continues to provide all
of the Services in a professional manner in accordance with the
Agreement; (iv) Administrator continues to work in good faith with
the Authority to provide a smooth transition for either the termination
of the program or transfer to another administrator.
ii. Termination Fee. In the event of termination for convenience by the
Authority, Administrator shall be entitled to a termination fee equal to
thirty percent (30 11 /o) of the origination fee which would have been
received by Administrator pursuant to Schedule 3 to Exhibit A, had the
Agreement not been terminated, for all PACE projects funded through
the Authority which (i) had completed applications submitted to the
Program prior to the termination date, (ii) are closed within one (1)
year after the termination date, and (ili) are identified by Administrator
in writing no later than five (5) days after the termination date..
(e) Termination for lmnossibility. In the event that (i) conditions in U.S.
financial markets, (ii) changes in PACE law, or (iii) changes in the Authority's authority to
provide assessment lien priority render the PACE Program infeasible, Administrator may
suspend. the PACE Program for a period of up to twelve (12) months. Should the Administrator
determine at the conclusion of the suspension period that cAmilitions do not warrant resumption
of the program Administrator may request from the Authority an extension of the PACE
Program suspension for an additional six (6) months. The Authority may, at its option, grant the
extension or cancel the Agreement.
(f) Rjghtund Duties Upon. TermiWatioA. Upon the expiration or earlier
termination of this Agreement pursuant to this Section, this Agreement shall terminate and be of
no fiirther force and effect, except for those provisions which expressly survive termination.
Upon expiration or termination, Administrator shall transfer to the Authority any records, data,
supplies and inventory produced or acquired in connection with this Agreement. This subsection
shall survive the termination of the Agreement.
8. Confidential Information: Ownershin and Access to Records.
(a) Proorietary or Confidential Information. Administrator acknowledges
that, in the performance of the Services or in contemplation thereof, Administrator may have
access to private or confidential information which may be owned or controlled by the Authority,
and that such information may contain proprietary or confidential details, the disclosure of which
to third parties may be damaging to the Authority. Administrator agrees that all information
disclosed by Authority to Administrator shall he held in confidence and used only in
performance of this Agreement. Administrator shall exercise the same standard of care to
protect such information as a reasonably prudent Administrator would use to protect its own
proprietary data.
(b) Ownership of information. The parties acknowledge that all inventions,
innovations, improvements, developments, methods, designs, analyses, drawings, reports and all
similar or related information (whether patentable or not) which are conceived, developed or
made by Administrator or Authority exclusively for the Program during the term of this
Agreement are deemed to be within the public domain, and subsequently may be used by each
party without warranty of any kind. Any artworks, copy, posters, billboards, photographs,
videotapes, audiotapes, systems designs, software, reports, diagrams, surveys, blueprints, source
codes or any other original works created by Administrator in connection with the Program shall
not be deemed to be works for hire. Notwithstanding the foregoing, to the extent that any
components used in the Program are developed independently and licensed from third parties,
including, without limitation, any software, methods, inventions, processes, logos, brands or
data, such components shall not become part of the public domain and the terrns of the
applicable license shall prevail- Among other things, the online sustai nability tool for green
business certification has been licensed from Green Bureau, LLC and use of the service -mark
PACE3Ym and any related trademarks or service marks have been licensed from Demeter Power
Group, Inc.
(c) PubIie Records. All records, books, documents, maps, data, deliverables,
papers and financial information associated with the Program to be administered by
Administrator (the "Records ") are public records and shall be available to be inspected and
copied by the Authority. In the event of public record requests, all such requests shall be
administered and handled by the Authority as the custodian. The Authority, or its designee,
shall, during the term of this Agreement and for a period of three (3) years from the date of
termination of this Agreement, have access to and the right to examine and audit any of the
Records. After notice cud reasonable opportunity to cure, the Authority may cancel and
terminate this Agreement for refusal by the Administrator to comply with the requirements of
Chapter 119, Florida Statutes (Publiu R.euords).
9. Mjccellaneous.
(a) NlondiscriminiWon. During the term of this Agreement, Administrator
shall not discrinnate against any of its employees or applicants for employment, if any, because
of their race, age, color, religion, sex, sexual orientation, national origin, marital status, physical
or mental disability, or political affiliation and Administrator shall abide by all Federal and State
laws regarding nondiscrimination.
(b) Disabilities. Administrator acknowledges that, pursuant to the Americans
with Disabilities Act ( "ADA "), programs, services and other activities provided by a public
entity- to the public, whether directly or through an Administrator, must be accessible to the
disabled public. Administrator shall provide the Services in a manner that complies with the
ADA and any and all other applicable federal, state and local disability rights laws.
Administrator agrees not to discriminate against disabled persons in the provision of services,
benefits or activities provided under the Agreement and further agrees that any violation of this
prohibition on the part of the Administrator, its employees, agents or assigns will constitute a
material breach of this Agreement.
(c) Entire Agreement: Amendment. This Agreement, including the Exhibits
hereto, contains the entire agreement of the Parties with respect to its subject matter and
•supersedes any prior oral or written representations. No representations were made or relied upon
by either Party, other than those that are expressly set forth herein. No agent, employee, or other
representative of either Party is empowered to amend, change, modify, supplement, rescind,
terminate or discharge the terms of this Agreement, except by a written agreement executed by
the Parties.
(d) Binding No Third Party Beneficiaries, This Agreement shall be
binding upon and inure to the benefit of the Parties and their respective heirs, successors and
permitted assigns. This Agreement shall not confer any rights or remedies upon any person other
than the Parties and their respective successors and permitted assigns.
(e) Non - waiver. The omission by either Party at any time to enforce any
default or right reserved to it, or to require performance of any of the terms, covenants or
provisions hereof by the other Party at the time designated, shall not be a waiver of such default
or right to which the Party is entitled, nor shall it in any way affect the right of the Party to
enforce such provisions thereafter.
(f) Severabilitv.. if the application of any provision of this Agreement to any
particular facts or circumstances is found by a court of competent jurisdiction to be invalid or
unenforceable, then the validity of other provisions of this Agreement shall not be affected or
impaired thereby, and such provision shall be enforced to the maximum extent possible so as to
effect the intent of the Parties.
(g) Assianment. The Services to be porformed by Administrator are personal
in character and neither this Agreement nor any of the duties or obligations hereunder may be
wisigned by thu Administrator; provided, however, that thin Seutiun snail not prohibit the
engagement of subcontractors or other third parties to perform any part of the Services. The
performance of the Services requires the cooperation and legal authority of the Authority and
accordingly the Agreement may not be assigned by the Authority without the prior written
consent of Administrator.
(h) Governing Law: V eua Jurisdiction This Agreement shall be construed
in accordance with and governed by the laws of the State of Florida without regard to conflicts of
law principles. Each Party agrees to personal jurisdiction in any action brought in any court,
Federal or State, within the County of Palm Beach, State of Florida having subject matter
jurisdiction over the, matters arising under this Agreement. Any suit, action or proceeding arising
out of or relating to this Agreement shall only be instituted in the County of Palm Beach, State of
Florida. Each Party waives any objection which it may have now or hereafter to the laying of the
venue of such action or proceeding and irrevocably submits to the jurisdiction of any such court
in any such suit, action or proceeding.
(i) Atoornev's Fees. In the event of any proceedings arising out of this
Agreement, the prevailing Party shall be entitled to recover its reasonable attorney's fees and
costs, including the fees and expenses of any paralegals, law clerks and legal assistants, and
including fees and expenses charged for representation at both the trial and appellate levels.
0) Jury Trial. In the event of any Iitigation arising out of this Agreement,
each party hereby knowingly, irrevocably, voluntarily and intentionally waives its right to
trial by jury.
(k) Limitation of Liabilitv. The obligations of the Authority shall be limited
to the payment of the compensation provided in this Agreement, and cooperation required to
facilitate the implementation of the Program. In no event shall any party to this Agreement shall
have any liability for special, consequential, incidental or indirect damages, including lost
profits, arising out of or in connection with this Agreement or the Services.
(1) Pays All wfercnces to days W this Agreement shall refer to calendar days
unless other expressly provided. In the event any period specified in this Agreement expires on a
Saturday, Sunday or another day on which banks are permitted or required to be closed in the
State of Florida, then the period shall be extended until the next business day.
(m) Exhibits. The Exhibits attached hereto are hereby incorporated in and
made a part of this Agreement as if sett forth in full herein and are an integral part of this
Agreement.
(n) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall constitute one and
the same agreement.
(o) Construction: Intemretation. The Parties have participated equally in the
drafting and negotiation of this Agreement and accordingly any rule of construction which would
construe the terms agreement against the draft are inapplicable.
(p) Notices All notions permitted or Muired under this Agreement shall be
in writing and shall be delivered in person or mailed by first class, rcgistored or oc rtified mail,
postage prepaid, to the address of the party specified below or such other address as either party
may specify in writing. Such notice shall be deemed to have been given upon receipt.
If to Town: Town of Lantana
500 Greynolds Circle
Lantana, Florida 33462
Attn: Michael Hornstein, Town Manager
If to Authority: Florida Green Finance Authority
Attention: Board Chair
500 Greynolds Circle
Lantana, Florida 33462
If to Administrator: EcoCity Partners, L3C
224 Datura Street, Suite 211
West Palm Beach, Florida 33401
Attn: Michael Wallander, Manager
[Remainder of page intentionally blank.]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
THE TOWN OF LANTANA, FLORIDA
By: . , ...
Name: IVICM
Title:uln
THE FLORIDA GREEN FINANCE AUTHORITY
Name:
Title:
ECOCITY PARTNERS, L3C, a Vermont low -
profit limited liability company
By.- Yjaz
Name: fX,cGca.ti Wai(a. r
Title-
LAiijuvi ii A
SCOPE OF THIRD PARTY ADMINISTRATION SERVICES
AND PROGRAM FEE SCHEDULE
SCOPE OF SERVICES & FEES:
L Program Design Services
H. Program Implementation Services
III. Ongoing Program Administration Services
IV. District Management Services
V. Ancillary Services
VI. Fee Schedule
L Program Design Services !Grant Fundedl<
Design services for the Florida Green Energy Works Program (the "Program ") offered to the Florida
Green Finance Authority (the "Authority ") by EcoCity Partners, L3C as the Third Party Administrator of
the Program, ("TPA" or "Administrator "), include, at a minimum, fulfilling the terms of the Agreement
executed between the Town of Lantana and EcoCity Partners, L3C dated July 26, 2011 for the
development and operation of a green business certification and finance program (the "Existing
Agreement ").
The Existing Agreement requires Administrator to design and implement a Program that would transition
into a sustainable business model that will continue to operate after the grant funded portion of the work
is completed. The Program is intended to fulfill the Existing Agreement requirement that enables other
local governments to "opt in" after the Program is formed.
Program Design Services includes a series of tasks to design the Program, which tasks must be completed
by April 30, 2012 or as otherwise may be required for the Town to fulfill the Grant Agreement, as
appropriate, Program Design Services shall be paid for solely through grant funds.
Program Design Services tasks, which must be completed by April 3& 2012 in accordance with the Grant
Agreement, include:
Deliverables: PACE District & Finance .Program Enabling Documentation (status as of date of
addendum execuden)
Consistent with Florida law and Section 163.08, Florida Statutes (the "PACE Act "), Administrator will
provide a comprehensive set of documents for the purpose of establishing, authorizing and implementing
the Program. By way of example, such documents may include the following components:
I ) An enabling ordinance or resolution that includes a determination that the establishment of the
program would be in the public interest as required by the law (completed).
2) A statement indicating that the jurisdiction proposes to make voluntary contractual non -ad valorem
assessment ("PACE Assessment") financing available to property owners (completed),
3) An identification of the types of renewable energy sources, wind resistance, energy efficiency and
other improvements ("Qualifying Improvements ") (complelerl).
4) A description of the boundaries of the area within which contractual assessments may be offered
(completed).
5) Designation of a date, time and place for the public hearing on the matter, if required (completed).
6) A statement of assessment underwriting standards that is consistent with the PACE Act and other
relevant law, and that reflects the legitimate concerns and interests of mortgage lenders, cognizance
of the secondary mortgage market, and that is designed to ensure appropriate capital markets
participation and form the basis for a Florida statewide PACE financing program (completer!).
7) Consultation with the appropriate local government officials to ensure arrangements for placing the
assessments on the tax roll (completed).
8) Development of protocols to create and maintain non -ad valorem assessment rolls, and transfer
proceeds to cover debt service and associated program costs (partially completed).
9) A draft form of Financing Agreement and supporting documentation consistent with the PACE Act
and /or other relevant law and anticipated market acceptance specifying the terms and conditions for a
property owner to fund and Cnanca Qualifying Improvements (partially completed).
10) A Finance Program Handbook that describes the funding process and source( &) to be offered through
the Program, The Finance Program may employ funds available to the Authority from any source,
and may include the issuance or sale of bonds, obligations, or other financing arrangements. The
Finance Program may provide for the establishment of any necessary reserve fund or funds, and will
provide for the apportionment of all or any portion of the costs incidental to financing, administration,
and collection of the assessments among the consenting property owners and other matters necessary
to attract funding and financing (pending approval).
11) Underwriting Criteria: Applicant eligibility and qualification requirements based upon State, federal
and local law and prudent underwriting guidelines (partially completed).
12) District Management Policies: Administrator will provide the Authority and participating Districts
with draft policies for use by the Authurity, the Districts and participating property owners for
financing of Qualifying Improvements. These policies will be for adoption by the Districts. The
policy statement may include, but is not limited to, identifying designated signatories for each
District, a governing Board for each District, a method of prioritizing property owner applications,
and proposed Program timelines for application processing, assessment processing, and other
customer - service related guidelines (partially completed).
rMg=rn lemon ton Services (Continue After G rant Fu nds Exnended)
Program implementation services include finalizing and integrating the tasks outlined in the Program
Design Services to create and launch a program that is ready to process applications and find projects.
Program implementation Services are intended to facilitate the transition to a sustainable business mode-L
These services include the following key deliverables:
Deliverables:
1) Web Portal.
al Administrator will implement and operate a wcbsitc (www flnr idattrecncncravworks.com) that
serves as the primary interlace between applicant and Administrator. Administrator will "brand"
the dedicated website for the Authority.
b) The secure website will manage distribution of program application, application filing, the
tracking of the application process, and notice of project funding. Data collected may include:
i) The number and locations of property owners enrolling in the Program;
ii) The type, size and dollar value of install projects;
iii) The time between enrollment and installation; and
iv) The level of participation of each qualified contractor.
c) Through the website, Administrator may develop, implement and administer software and models
that:
i) Processes applications and funding requests;
ii) Provides assessment repayment projections and debt service schedules;
iii) Provides real -time reports on Program progress,
2) Contractor Qualification Criteria.
a) Administrator will establish threshold eligibility criteria for contractors as a prerequisite to their
participation in the Program, which may include, but not necessarily be limited to, having in place
appropriate State and local licenses and insurance policies,
b) Contractor qualification criteria is intended to emphasize excellence in customer service, market
outreach, technical expertise and professionalism without placing an unnecessary or undue
burden on contractors for accessing and participating in the Program.
3) Marketing & Communications Program.
a) Administrator will develop a marketing and education campaign to inform the local
community(ies) and stakeholders about the Program.
b) Administrator will develop content for a dedicated website, print materials and workshops.
c) Administrator will establish a branding and marketing plan and the coordination of Authority and
local government resources to maximize marketing impacts.
d) Administrator will facilitate or assist in the facilitation of workshops with contractors, prospective
participants and/or other interested parties in order to educate them about the Program terms and
application process.
e) Administrator may provide a recorded webinar or similar on -line tutorial for property owners and
contractors, which will review program policies and requirements.
f) Administrator will arrange and prepare presentation materials for the public, legislative and
policy - making bodies, credit rating agencies, and credit enhancement and liquidity providers, as
required.
H. loins Program Administration Services
Program administration services include all tasks necessary to administer the Program on an ongoing and
sustainable basis, including processing applications, providing customer service and administration,
contractor certification, project quality assurance and control, management of assessments and payments.
Deliverables:
1) Application Processing
a) Administrator will conduct the property and project screen to ensure both meet the terms and
conditions of the Program. Administrator will complete property/project screen within a
reasonable period of time from receipt of the application Administrator will regularly report on
applications approved, denied or pending.
i) Administrator will install protocols for evaluating applicant properties pre - and post -
installation for purposes of establishing a Savings to Investment Ratio (SIR) greater than one.
ii) Administrator will utilize eligibility and underwriting criteria that complies with State,
federal and local taw and prudent underwriting standards and that makes financing available
to large and small property owners in traditional as well as underserved markets.
b) When funding is requested, Administrator will verify the project installation through review of
appropriate documents. Administrator will conduct this review within a reasonable period of
time from the date that all required documentation is received.
c) Once projects are verified, Administrator will notify the Authority and provide the property
owner with legal documents.
d) Administrator will verify completion of the legal documents after receipt from property owners
and will review such documentation within a reasonable period of time.
e) Upon receipt of complete documents, Administrator will notify the Authority of an approved
funding request and provide the documents necessary to record the lien. Administrator will
record the lien on behalf of the Authority.
f) Once a bond is issued and purchased or some other funding mechanism has been completed,
Administrator will disburse funds to the property owner within a reasonable period of time.
g) Administrator will seek to establish and implement appropriate procedures and timelines for
applications filed in paper copy as well as via the web portal.
h) The reasonableness of the timelines listed above are subject to revision and specificity by mutual
agreement of the Authority and Administrator in conjunction with the establishment and
maintenance of program terms and conditions.
2) Program Reporting
a) Administrator will providc reports an program application statistics to the Authority on a regular
basis.
b) Administrator will preparo reports, schedules and documents to support the issuance and
underwriting of bond or other financing documents, such as disclosure documents for the 1RS,
SEC and/or any other regulatory body purposes; cash flows analysis; debt service and repayment
projections; substantiation of revenue and expenditure estimates and project costs; verification of
cash flows; and project or market feasibility, as needed.
3) Program Documentation
a) Administrator will develop and maintain the documents for Program administration, which may
include, but not necessarily be limited to, the following:
i) Program Terms and Policies
ii) Assessment Underwriting Criteria
iii) List of Qualifying Improvements
iv) Program Application & Funding Request Forms
(1) Application Form
(2) Financing Agreement
(3) Truth -In- Lending Form (if applicable)
(4) Lender Notification & Authorization Form
(5) FHFAIFNMA/F'MAC PACE Status Disclosure Form (if necessary)
(6) Information Verification Form(s)
4) Customer Service: Administrator will provide direct customer service to the community via the web,
email, phone and walk -in, as appropriate.
III. District Mana gemenE Services
District Management Services involve those tasks necessary to help facilitate the relationship between the
Authority and local governments and dependent special districts that participate in the Program. These
services may include the following:
Deliverables:
Administrative and Management Services
1) Attend and conduct all regularly scheduled and special Board meetings, hearings and workshops.
Arrange for time and location and all other necessary logistics for such meetings, hearings, etc.
2) Prepare agenda packages for transmittal to Board members and staff prior to ROW meeting;.
Prepare meetinng materials for other meetings, hearings, etc. as needed.
3) Provide accurate minutes for all meetings and hearings.
Q) Other responsibilities include such items as:
a. Custody of the District's Seal
b. Records custodian and records management liaison with State of Florida and other
applicable government agencies overseeing the storage of inactive files and destruction of
obsolete files.
c. Maintaining and safeguarding the minutes of public meetings, Resolutions, contracts and
agreements.
5) Ensure compliance with Federal and /or State law affecting the District which include but are not
limited to the following:
a. Property notice all public meetings, in accordance with the appropriate Florida Statutes,
including but not limited to, public hearings on assessments, the budget, all other
required notices of meetings, hearings and workshops.
b. Provide required information to the Department of Community Affairs, the County, the
Auditor General, and all other state or local agencies with reporting requirements for the
district.
6) Maintain "Record of Proceedings" for the District which includes meeting minutes, agreements,
resolutions and other records required by law.
a. Implement and maintain a document management system to create and save documents,
and provide for the archiving of district documents.
b. Protect integrity of all public records in accordance with the requirements of applicable
law. Respond to public record requests as required by law.
7) Ensure District is in compliance with administrative and financial reporting for Special Districts.
8) Assist in negotiations of contracts, as directed by the board.
9) Provide contract administration and supervision of all contracts, as directed by the Board.
10) Serve as liaison with County and State agencies, including the Supervisor of Elections, Taxing
officials and the Property Appraisers.
11) Implement the policies established by the District.
Financial Services
1) Establish Fund Accounting System in accordance with federal and state law as well as
Government Accounting Standard Board and the Rules of the Auditor General.
2) Propure rvgulw baluncb alien, involue statenieilt(s) with budget to actual variances. Prepare
Public Dt pasilvr'a Report alai distribute to State.
3) Prepare all other financial reports as required by applicable law and accounting standards.
Budgeting
1) .Prepare budget, budget resolutions, and backup material for and present the budget at all
budget meetings, hearings and workshops. The budget is to be done in accordance with state
law standards, and consistent with applicable Government Finance Officers Association and
Government Accounting Standard Board standards. Budget preparation shall include
calculation of operation and maintenance assessments, which may include development of
benefit methodology for those assessments.
2) Administer Adopted Budget of the District.
3) Transmit proposed budget to local governing authorities in the required timeframe prior to
adoption.
4) File all required documentation with the Department of Revenue, Auditor General, the
County, and ofner governmental agencies with jurisdiction.
5) Prepare and cause to be published notices of all budget hearings and workshops.
6) Prepare year -end adjusting journal entries in preparation for annual audit by independent
Certified Public Accounting Firm.
?} Prepare all budget amendments on an outgoing basis.
8) Assist in process to retain an auditor and cooperate and assist in the performance of the audit
by the Independent auditor.
Revenue Collection
1) Administer collection and disbursement of assessments, fees, and charges and all rcvcnues of
the District in accordance with Florida law governing the uniform method of assessing,
levying and collecting special assessment.
2) Recommend enforcement actions to ensure payment as needed,
3) Prepare monthly financial reports showing revenues and expenses for the month in
comparison to annual budget, noting variances.
4) Prepare and refine a property database.
5) Prepare annual assessment roll. Certify roll either to the County Tax Collector, or direct bill
and collect (or both), as appropriate.
6) Issue estoppels letters as needed
Accounts Payaablv/9"VIVables
i} Administer the prouvoing, review and payment of all Invoices and purchase orders. Ensure
timely payment of district bills is made.
2) Report cash balances by fund.
3) Maintain checking accounts with qualifled public depository.
Capital Program Administration
1) Maintain proper capital fund and project funding accounting procedures and records.
2) Oversee and implement bond issue related compliance, i.e., coordination of annual arbitrage
report, transmittal of annual audit and budget to the trustees, transmittal of annual audit and
other information to dissemination agent (if other than manager) or directly to bond holders
as required by Continuing Disclosure Agreements, annual/quaderly disclosure reporting,
update, etc.
3) Prepare annual debt service fund budgets. Work with taxing officials to assure correct
application of revenues and proper routing of payments to the trustee to assure proper bond
debt pay -off. Track and account for debt service payments and prepayments and process debt
lien releases.
Purchasing
1) Assist in selection of vendors as needed for services, goods, supplies, and materials.
2) Obtain pricing proposals as needed and in accordance with District rules and State law.
3) Prepare RFPs for services needed, including, when requested, preparation of specifications
and bid documents for various professional, construction, and maintenance services.
Investment Services
1) Ali investments shall be made pursuant to applicable law and policies approved by the Board
of Supervisors.
2) Recommend investment policies and procedures pursuant to State taw.
3) Provide for investment of funds per approved policies.
Risk Management
1) Prepare and follow risk management policies and procedures.
2) Recommend and advise the hoard of the appropriate amounts and types of insurance and be
responsible for procuring all necessary insurance.
3) Process and assist in the investigation of insurance claims, in coordination with Counsel of the
District.
4) Rcvicw uzsurancc polioics and covorago amounts of Diatriot vendors.
IV. Ancillary Services
The Administrator may develop additional tools and programs, as may be appropriate, to facilitate interest
and participation inthe Program. Administrator will only provide such ancillary services with the
advance approval of the Authority, such approval not to be unreasonably withheld. Such ancillary
services currently offered by Administrator include development and administration of a green business
certification and marketing program for businesses (including those that do not utilize the financing
program). Examples of future ancillary services may include, but are not necessarily limited to;
workforce or energy auditor training programs; an online marketplace of green technologies (such as
those -used in Qualifying Improvements); a carbon -offset / environmental attribute and marketing program
that helps participating property owners lower their environmental impact through a purchase of offsets or
environmental attributes or earn a fee for the sale of carbon offsets or environmental attributes that they
may own and wish to sell; a rewards program; or any other program or service that furthers the broad
goals of the Program.
V. Fee Schedule
The .Administrator shall be entitled to impose and collect fees and charges intended to sustain the
operation of the Program In accordance with prudent financial management standards. Such fees shall
include (i) community opt -in fees; (li) finance program closing fees; and (iii) ongoing finance program
administration fees. From time to time the.tluthority and the Administrator will evaluate the Program
fees to ensure that the Program Is priced to be competitive in the marketplace. The initial Schedule of
Fees is as set forth in Schedule 1.
Schedule 1
Fee Schedule
Community Opt-fn Fee Schedule'
'Fier 1
(0-19,999)
Free
$12,500
$6,250
No charge
$10,000
Tier 2
(20,000 - 74,999)
Free
$15,000
$7,500
No charge
$12,500
Tier 3
(75,000 — 199,999)
Free
$17,500
$8,750
No charge
$15,000
Tier 4
(200,000 -- 499,999)
Free
$20,000
$10,000
No charge
$17,500
Tier 5
(500
Free
$22,500
$11,250
No charge
$20,000
'Opt—in foes cover tha m0front logal costs of establishing the district as well as the techrmlogy set -up costs of
adding the community to the Program web platform.
Application Processing
Fee
Energy Audit
(pass-through)"
Technical Project
Review
(pass - through) **
Appraisal Fee
(optional) (pass-
through)"
Title Search
(pass-through)"
Jurisdiction
Set up Fac
Recording Fee (Set by
Florida statute) (pass -
through)**
Origination Fee
Bond Counsel Legal
Fees (pass - through) **
Progress Payment
Request (if applicable)
Pre- install Site
Inspection ( optional)
Poet - install Site
Inspection (optional)
Debt Service Reserve
Fund
(if required)
161-k
TBD
TBD
TBD
TBD
$0
( Waived)
Simple Buildings:
- $0.02/sq ft (lighting)
- $0.06 /sq ft
(comprehensive)
Complex Buildings:
-$0.10 - $0.25 /sq ft
$195
Est. $2.5k - $5k
$425
$0
$10 for 1 page; $8.50
each add'l page; $0.60
abstract fee plus doe.
stamp tax of $0.35/$1,000.
2.5% of cost of the
improvement
'TBD
$200
$525
$675
Est. 10% of financed
amount ( subiect to lender
approval)
(Waived)
Simple Buildings:
- $0.02 /sq ft (lighting)
- $0.06 /sq #t (comprehensive)
Complex Buildings:
-$0.10 - $0.25 /sq ft
$495
Est. $5k - $l Ok
$425
$0
$10 for 1" page; $8.50 each
add'I page; $0.60 abstract fee
plus doe, stamp tax of
$0.35/$1,000.
2.5% of cost of the
improvement
TAD
$200
$525
$675
Est. 10% of financed amount
(subject to lender approval)
* R")III -meal Pm8ratn FRAr only en inro P,ffwct if the Rexidantial Program 1s offered and becomes available
pending resolution of legal uncertainty given PHFA, Fannie Mac and Freddie Mac litigation.
** Pass - through flees are estimates of third -party charges and are subject to change.
$50
$0.02 /sq ft
$50
TBD
$425
$0
$10 for I" page; $8.50
each add'l page; $0.60
abstract fee plus doe.
stamp tax of
$0.35/$1,000.
2.5 of cost of the
improvement
Finance Program Closing Fee Schedule
Finance Program Administrative Fees
PACE District
Admin. Fee
PACE District Legal
Fee (Incurred by
Authority)
Property
Appraiser
{Pass - throng hh
Tax Collector
(pass - through)"
amount
$150/year +
$0.75 /per Marcel
1 -2 of collections
$150 1year + $0.75 /per
parcel
1 -2% of collections
$150 /year + $0.75 /per parcel
1 -2% of collections
* Residential Program Fees only go into effect if the Residential Program is offered and becomes available
pending resolution of legal uncertainty given FHFA, Fannie Mae and Freddie Mac litigation.
'�" �` Pass - through fees are estimates of third - party charges and are subj ect to change.
I The PACE District Administration fees cover the cost of the annual audit for the PACE governmental
authority alongwith district management fees and costs to manage the Authority, prepare the assessment
role, and to legally advertise and hold four (4) quarterly hearings per year.
a District assessments are considered Ievied by the County for purposes of determining commissions under
Chupter 192, F.S. Payments must be paid quarterly.
3 Chaptar 147, FS requlres relmhursrmrni t I r Prnprrty Apprai,ker Fnr adminisb roKH,11 per yrnr
plus au eiuludl fee ur *0_75 prr perrel suhjrrt to thr axscstinent
4 The amount of the fce is dependent an the actual assessments, not to exceed 2%.
0.5% of collected 0.5% of collected 0.5% of collected atnount
amoun amount
EXfflBff B
CURRENT LIST OF SUBCONTRACTORS & LICENSES
f Trent List of Snb=Utaraetors
Erin L. Deady, P.A.
EcoChamber, Inc.
Lewis, Longman & Walker, P.A.
Renewable Funding, LLC
Demeter Power Group, Inc.
Special District Services, Inc.
Zamia Ventures, LLC
Green Bureau, LLC
Current Last of Licenses
Demeter Power Group, Inc. d /b /a Demeter Fund (PACE3P)
Green Bureau, LLC (web -based sustainabilitq too])