R16-119 •
1 RESOLUTION NO. R16 -119
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
4 APPROVING THE MEMBERSHIP AGREEMENT BETWEEN THE
5 CITY OF BOYNTON BEACH AND THE GREEN CORRIDOR PACE
6 DISTRICT FOR FINANCING OF QUALIFIED IMPROVEMENTS;
7 AUTHORIZING THE MAYOR TO SIGN THE MEMBERSHIP
8 AGREEMENT; AND PROVIDING AN EFFECTIVE DATE.
9
10
11 WHEREAS, on September 8, 2016, the City Commission adopted Ordinance 16 -017
12 creating minimum standards for the establishment of Property Assessed Clean Energy (PACE)
13 programs within the City; and
14 WHEREAS, under Section 163.01, Florida Statutes, local governments may enter into
15 interlocal agreements for their mutual benefits and allows for the creation of a separate legal
16 or administrative entity to carry out the purposes of an interlocal agreement; and
17 WHEREAS, Section 163.08, F.S. authorizes local governments in Florida to either
18 form individual programs, or partner with other local governments to allow property owners
19 to voluntarily finance energy efficiency, renewable energy or wind resistance improvements;
20 and
21 WHEREAS, pursuant to City Ordinance 16 -017, Green Corridor PACE has petitioned
22 the City to join Green Corridor Property Assessment Clean Energy (PACE) District as a non
23 voting member; and
24 WHEREAS, this Membership Agreement will facilitate the financing of qualifying
25 improvements for property owners within the City of Boynton Beach in accordance with
26 Section 163.08, Florida Statutes.
27 NOW, THEREFORE, BE IT_RESOLVED BY THE CITY COMMISSION OF
28 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
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29 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
30 being true and correct and are hereby made a specific part of this Resolution upon adoption
31 hereof.
32 Section 2. The City Commission of the City of Boynton Beach, Florida hereby
33 approves the Membership Agreement between the City of Boynton Beach and the Green
34 Corridor PACE District for financing of qualified improvements in accordance with Section
35 163.08, Florida Statutes, a copy of the Membership Agreement is attached hereto as Exhibit
36 "A".
37 Section 3. The City Commission hereby authorizes the Mayor to sign the
38 Membership Agreement as referenced as Exhibit "A" above. -
39 Section 4. This Resolution shall become effective immediately upon passage.
40 PASSED AND ADOPTED this 0 1.D'day of SEPrrf 1, 2016.
41 CITY OF BOYNTON BEACH, FLORIDA
42
43 YES NO
44
45 Mayor — Steven B. Grant
46
47 Vice Mayor — Mack McCray
48
49 Commissioner — Justin Katz
50
51 Commissioner — Christina L. Romelus
52
53 Commissioner — Joe Casello
54
55
56 VOTE 5
57 ATTEST:
ry - 1%
58 am;
5, v
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59 .., it
60 Judi A. Pyle, CMC
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61 Intq/ m City Clerk •
62
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MEMBERSHIP AGREEMENT BETWEEN THE GREEN CORRIDOR PROPERTY
ASSESSMENT CLEAN ENERGY (PACE) DISTRICT AND CITY OF BOYNTON
BEACH, FLORIDA
This Membership Agreement (the "Membership Agreement ") is entered into this _day
of , 2016 by and between the Green Corridor Property Assessment Clean Energy (PACE)
District, a public body corporate and politic (the "Green Corridor "), and City of Boynton Beach,
Florida, a [political subdivision] [municipality] of the State of Florida (the "City ") (collectively,
the "Parties ") for the purpose of providing a PACE program within the City of Boynton Beach.
RECITALS
WHEREAS, on August 6, 2012, the Green Corridor was created as a separate legal
entity pursuant to Section 163.01(7), Florida Statutes, to finance qualifying improvements in
accordance with Section 163.08, Florida Statutes; and
WHEREAS, on , the City adopted Resolution agreeing to join the
Green Corridor as a non - voting member in order to finance qualifying improvements in the City
of Boynton Beach in accordance with Section 163.08, Florida Statutes; and
WHEREAS, the Parties have determined that entering into this Membership Agreement
is in the best interest and welfare of the property owners within the Green Corridor and City.
NOW, THEREFORE, in consideration of the terms and conditions, promises and
covenants hereinafter set forth, the Parties agree as follows:
1. Recitals Incorporated The above recitals are true and correct and incorporated
herein.
2. Purpo The purpose of this Membership Agreement is to facilitate the financing
of qualifying improvements for property owners within the City of Boynton
Beach in accordance with Section 163.08, Florida Statutes, by virtue of the City's
joining the Green Corridor as a non - voting member and utilizing the Green
Corridor's existing program (the "Program ").
3. Qualifying Improvements The City shall allow the Green Corridor to provide
financing of -qualifying improvements, as defined in Section 163.08, Florida
Statutes, on properties within the City of Boynton Beach.
4. Non - Exclusive The Green Corridor Program is non - exclusive, meaning the City
specifically reserves the right to join any other entity providing a similar program
under Section 163.08, Florida Statutes, or create its own program under Section
163.08, Florida Statutes.
5. Proms Guidelines: The Parties agree that, unless the City desires to implement
its own local program guidelines as described below, the Program to be offered in
the City will be wholly governed by the Green Corridor's Program Guidelines.
Green Corridor's Program Guidelines will meet the City's minimum standards as
outlined in Ordinance 16 -017. Any such local program guidelines can be
amended and changed only by the authorized designee of the City. These local
program guidelines shall be consistent with the Green Corridor's guidelines. The
City may adopt more restrictive guidelines than that of the Green Corridor.
6. Boundaries. Pursuant to this Membership Agreement, the boundaries of the Green
Corridor shall include the legal boundaries of the City of Boynton Beach, which
boundaries may be limited, expanded, or more specifically designated from time
to time by the City by providing written notice to the Green Corridor. As
contemplated in the Interlocal Agreement (as defined in Section 8) and as
supplemented by this Membership Agreement, the Green Corridor will, on a non-
exclusive basis, levy voluntary non ad valorem special assessments on the
benefitted properties within the boundaries of the City of Boynton Beach to help
finance the costs of qualifying improvements for those individual properties.
Those properties receiving financing for qualifying improvements shall be
assessed from time to time, in accordance with Section 163.08, Florida Statutes
and other applicable law. Notwithstanding termination of this Membership
Agreement or notice of a change in boundaries by the City as provided for above,
those properties that have received financing for qualifying improvements shall
continue to be a part of the Green Corridor, until such time that all outstanding
debt has been satisfied.
7. Financing Agreement. The Parties agree that the Green Corridor may enter into a
financing agreement, pursuant to Section 163.08, Florida Statutes, with property
owner(s) within the City of Boynton Beach who obtain financing through the
Green Corridor.
8. Amended and Restated Interlocal Agreement. The Parties agree that the City
shall be subject to all terms, covenants, and conditions of the Amended and
Restated Interlocal Agreement recorded in the Official Records of Miami -Dade
County at Official Records Book 28217, Page 0312, which created the Green
Corridor (the "Interlocal Agreement "). In the event of any conflict between the
Interlocal Agreement and this Membership Agreement, this Membership
Agreement shall control the rights and obligations of the City.
9. Responsibilities of the Green Corridor; Indemnification. The Green Corridor
shall be solely responsible for all matters associated with origination, funding,
financing and administration of each of the Green Corridor's authorized non -ad
valorem assessments, including responding to any complaints or inquiries by
participants, tax certificate holders, lenders or others relating to the Program's
special assessments, the Program's financing agreements, the Program's
qualifying improvements, or any other aspect of the Program. The Parties
understand that indemnification of the Green Corridor members is provided for in
Section 16 of the Interlocal Agreement, and that such provisions shall apply to the
City.
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10. AIreements with Tax Collector Pro *eft A. .raiser and Municipalities. [TO, BE
USED FOR . ALL MUNICIPALITY' .MEMBERS AND FOR COUNTY
MEMBERS, WITH AN ELECTED TAX COLLECTOR AND PROPERTY
APPRAISER. " NOT NEEDED FOR . COUNTY MEMBERS WITH AN
APPOINTED TAX COLLECTOR AND 'PROPERTY APPRAISER:: The Green
Corridor acknowledges that the City has no authority to bind the County Tax
Collector and the County Property Appraiser, and the Green Corridor will be
required to enter into separate agreement(s) with the County Tax Collector and/or
the County Property Appraiser, which shall establish the fees (if any) to be
charged by the Tax Collector and Property Appraiser for the collection or
handling of the Program's special assessments.] ;[TO. BE USED FOR ALL
COUNTY MEMBERS WITH AN OPT -IN . PROVISION FOR
MUNICIPALITIES IN THE COUNTY:" The Green Corridor also acknowledges
that the County has no authority to bind the incorporated municipalities in the
County, and the Green Corridor will be required to enter into separate agreements
with the incorporated municipalities in the County to the extent the Green
Corridor wishes to extend the Program into such municipalities.] ;[TO BE USED
FOR ALL COUNTY MEMBERS WITH. AN OPT -OUT PROVISION FOR
MUNICIPALITIES IN THE COUNTY:; The Green Corridor also acknowledges
that all incorporated municipalities in the County will be included in the Program,
unless a municipality notifies the County that it elects not to participate in the
Program. In such case, the County will promptly notify the Green Corridor that
the municipality will not be included in the Program, and that the Green Corridor
will have no authority to operate the Program within such municipality.]
11. Resale or Refinancing of a Property. The Green Corridor recognizes that some
lenders may require full repayment of the Program's special assessments upon
resale or refinancing of a property subject to the Program's special assessments.
The Green Corridor agrees to provide written disclosure of this matter to all City
•
of Boynton Beach property owners that may utilize the Program.
12. Term. This Membership Agreement shall remain in full force and effect from the
date of its execution by both Parties. Any Party may terminate this Membership
Agreement upon ninety (90) days prior written notice.
13. Consent. This Membership Agreement and any required resolution or ordinance
of an individual Party shall be considered the City's consent to joining the Green
Corridor and participation therein, as required by Section 163.08, Florida Statutes.
14. Voting Rights. The Parties agree that the City shall be a non - voting member of
the Green Corridor for the term of this Membership Agreement.
15. Notices. Any notices to be given hereunder shall be in writing and shall be
deemed to have been given if sent by hand delivery, recognized overnight courier
(such as Federal Express), or by written certified U.S. mail, with return receipt
requested, addressed to the Party for whom it is intended, at the place specified.
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For the present, the Parties designate the following as the respective places for
notice purposes:
If to Green Corridor:
Paul Winkeljohn, Executive Director
Green Corridor
5385 Nob Hill Rd.
Sunrise, FL 33351
If to
,FL
With a Copy to:
, FL
16. Amendments. It is further agreed that no modification, amendment or alteration
in the terms or conditions herein shall be effective unless contained in a written
document executed by the Parties hereto.
17. Joint Effort. The preparation of this Membership Agreement has been a joint
effort of the Parties hereto and the resulting document shall not, solely as a matter
of judicial construction, be construed more severely against one of the Parties
than the other.
18. Merger. This Membership 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 Membership
Agreement that are not contained in this document. Accordingly, the Parties
agree that no deviation from the terms hereof shall be predicated upon any prior
representations or agreements, whether oral or written. It is further agreed that no
change, amendment, alteration, or modification in the terms and conditions
contained herein shall be effective unless contained in a written document,
executed with the same formality, and of equal dignity herewith by all Parties to
this Membership Agreement.
19. Assignment. The respective obligations of the Parties set forth in this
Membership Agreement shall not be assigned, in whole or in part, without the
written consent of the other Party hereto.
20. Records. The Parties shall each maintain their own respective records and
documents associated with this Membership Agreement in accordance with the
requirements for records retention set forth in Chapter 119, Florida Statutes.
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21. No Third Party Beneficiaries. It is the intent and agreement of the Parties that this
Agreement is solely for the benefit of the Parties and no person not a party hereto
shall have any rights or privileges hereunder.
22. Severability. In the event a portion of this Membership Agreement is found by a
court of competent jurisdiction to be invalid, the remaining provisions shall
continue to be effective.
23. Venue. The exclusive venue of any legal or equitable action against the City that
arises out of or relates to this Membership Agreement shall be the appropriate
state court in Miami-bade County.
24. Effective Date. This Membership Agreement shall become effective upon the
execution by the Parties hereto.
[signature page follows]
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IN WITNESS WHEREOF, the Parties hereto have made and executed this Membership
Agreement on this day of , 20_.
ATTEST: GREEN CORRIDOR PROPERTY
ASSESSMENT CLEAN ENERGY
(PACE) DISTRICT
By: By:
District Secretary Executive Director
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
By:
Weiss Serota Helfman Cole &
Bierman, P.L., District Attorney
ATTEST: , FLORIDA
By: By:
Clerk Title:
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
By:
Title: Attorney
[SIGNATURE PAGE TO MEMBERSHIP AGREEMENT]
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