Res No. 18-17i
RESOLUTION NO. 18-17
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY
BEACH, FLORIDA, APPROVING AND ADOPTING THE SECOND
AMENDED AND RESTATED INTERLOCAL AGREEMENT ORIGINALLY
EXECUTED BY THE TOWNS OF LANTANA AND MANGONIA PARK,
WHICH PROVIDES FOR UPDATES TO THE BOARD OF SUPERVISORS'
STRUCTURE, FOR MORE FLEXIBILITY IN OBTAINING A QUORUM OF
THE BOARD AND A PROGRAM NAME CHANGE TO "RENEWPACE" AS
IMPLEMENTED BY THE FLORIDA GREEN FINANCE AUTHORITY
CONCERNING THE CONTINUATION OF THE "PACE" PROGRAM
WITHIN THE CITY; SPECIFICALLY RESCINDING RESOLUTION NO. 24-
12 ON "PACE" DUE TO THE RECENT CHANGES IN THE PROGRAM
NAME AND AMENDMENTS TO ORIGINAL INTERLOCAL
AGREEMENT; PROVIDING AN EFFECTIVE DATE; AND FOR OTHER
PURPOSES.
WHEREAS, the Towns of Mangonia Park and Lantana are the originating parties in the
creation of the Florida Green Finance Authority ('Authority"), providing Property Assessed Clean
Energy ('PACE") funding for energy efficiency, renewable energy and wind resistance upgrades to
both commercial and residential property in the City of Delray Beach; and
WHEREAS, due to the continued statewide growth of the Florida Green Finance Authority,
the Interlocal Agreement creating the Authority was in need of revisions as set forth in the "Second
Amended and Restated Interlocal Agreement Forming the Florida Green Finance Authority" which,
was recorded in the public records for Palm Beach County at ORB 28757, Page 0813 on December
9, 2016 ("Amended Interlocal"); and
WHEREAS, the Amended Interlocal provides for specific revisions to the program name,
Board of Supervisors' composition and appointment, quorum requirement and process for
establishment, and program administration, which were necessary for the future operation of the
Authority; and
WHEREAS, the City approved the original Interlocal Agreement on this subject matter
through adoption of Resolution No. 24-12 on June 19, 2012, but because the Board of Supervisors
of the Authority has approved recent amendments to the original Interlocal Agreement, as
contained in the Amended Interlocal attached hereto, it is also necessary that that the Amended
Interlocal be brought back to the additional signing parties for adoption pursuant to Section 31. of
the original Interlocal Agreement and Sections 4. and 25. of the Amended Interlocal; and
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Res No. 18-17
Amended Interlocal serves the best interests of the health, safety and welfare of the residents and
businesses located within the City by allowing for the continued administration by the "Florida
Green Finance Authority" of the PACE program within the City in order to continue this funding
alternative for energy efficient, renewable energy and wind resistance projects pursuant to Section
163.08, F.S.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA, THAT:
Section 1: The above declarations are true and accurate, and are incorporated herein.
Section 2: Resolution No. 24-12 is hereby rescinded and replaced with the adoptions as set
forth herein.
Section 3: The Party Membership Agreement originally executed by the parties on June 25,
2012 remains in full force and effect.
Section 4: The City Commission of Delray Beach hereby authorizes continued participation
in the Florida Green Finance Authority implementing the RenewPACE program by the designated
Third Party Administrator, Renew Financial Group, LLC.
Section 5: The City Commission of the City of Delray Beach, a municipal corporation,
hereby authorizes the approval of the Second Amended and Restated Interlocal Agreement
Forming the Florida Green Finance Authority" (".Amended Interlocal").
Section 6: This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this day of 141 �1t.4 )2017.
ATTEST:
CITY CLERK
CARY& GLICKSTEIN, MAYOR
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Res No. 18-17
INTERLOCAL AGREEMENT
BETWEEN
THE FLORIDA GREEN FINAiNCE AUTHORITY,
THE TOWN OF LANTAINA,
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 I70.01, 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
OCT i 8 2012
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 fixture 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 Inco ori rated. 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 -
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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.
a. "Authority Board" shall be the governing body of the Authority, comprised of
representatives from all Parties as defined herein.
b. "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.
C. "Interlocal Agreement" or "Agreement" is defined as this Agreement including
any amendments and supplements executed in accordance with the terms herein.
d. "Originating Parties" include the Florida local govermnents (as defined by
Section 163.08, F.S.) that are the original signatories to this Agreement. These
are the Towns of Lantana and Mangonia Park.
e. "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.
f. "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 govenunent 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.
g "Qualifying Improvements" are as defined in Section 163.08, F.S. in addition
to any other improvements or services not inconsistent with state law.
h. "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 Authority 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
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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 Authority. The Authority shall exercise any or all of the
powers granted under Sections 163.01, and 163.08, F.S., as well as powers, privileges or
authorities which each local government might exercise separately, as may be amended from
time to time, which include, without limitation, the following-
a. To finance qualifying improvements within the Authority Service Area and to
facilitate additional improvements or services consistent with law; including, but
not limited to, acquiring, constructing, managing, maintaining or operating
buildings, works or improvements;
b. To make and enter into contracts in its own name;
C. To enter into any interlocal agreement as necessary to exercise powers conferred
by law;
d. To appoint committees to assist with implementation of this Agreement;
e. To employ agencies, employees, or consultants;
f. To acquire, hold, lease or dispose of real or personal property;
g. To borrow money, incur debts, liabilities, or obligations which shall not constitute
the debts; liabilities, or obligations of the Originating Parties or any of the Parties
to this Agreement;
h. To levy and collect assessments, or assist in the levy and collection of
assessments, either as the Authority or on behalf of an Originating Party or
subsequent Party as permitted by law;
L To adopt resolutions and policies prescribing the powers, duties, and functions of
the officers of the Authority, the conduct of the business of the Authority, and the
maintenance of records and documents of the Authority;
J . To maintain an office at such place or places as it may designate within the
Service Area of the Authority or within the boundaries of an Originating Party or
a subsequent Party;
k. To cooperate with or contract with other governmental agencies as may be
necessary, convenient, incidental, or proper in connection with any of the powers,
duties, or purposes authorized by Section 163.08, F.S., and to accept funding from
local and state agencies;
1. To exercise all powers necessary, convenient, incidental, or proper in connection
with any of the powers, duties, or purposes authorized in Section 163.03, F. S.;
M. To create and adopt any and all necessary operating procedures, policies, manuals
or bylaws;
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n. To maintain insurance as the Authority deems appropriate;
o. To apply for, request, receive and accept gifts, grants, or assistance funds from
any lawful source to support any activity authorized under this Agreement; and
P. To exercise any powers or duties necessary to address carbon or renewable energy
credits, or any other similar commodity that may come into existence, for the
public benefits of the program.
Section 10. Authority Board. The Authority shall be governed by a seven (7) member
Board of Directors 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 terrn 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.
Ib. 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.
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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:
1. To fix the time, and detennine policies and orders of business for
meetings, the place or places at which its meeting shall be held, and as set
forth herein, to call and hold special meetings as may be necessary.
2. To make and pass policies, regulations, resolutions and orders not
inconsistent with the Constitution of the United States or of the State of
Florida, or the provisions of this Agreement, as may be necessary for the
governance and management of the affairs of the Authority, for the
execution of the powers, obligations and responsibilities vested in the
Authority, and for carrying into effect the provisions of this Agreement.
3. To adopt bylaws and rules of procedure, or amend those that may be
initially adopted by the Originating Parties.
4. To fix the location of the principal place of business of the Authority and
the location of all offices maintained thereunder.
5. To create any and all necessary offices in addition to Chair, Vice -Chair
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.
b. To select and employ such employees and executive officers as the
Authority Board deems necessary or desirable, and to set their
compensation and duties.
7. To employ or hire such attorneys as it deems appropriate to provide legal
advice and/or legal services to the Authority, and to employ and hire such
other consultants as it deems appropriate through any procedure not
inconsistent with law.
S. 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.
C. 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,
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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. Meetings of the Authority Board,
a. Within thirty (30) calendar days of the creation of the Authority, or sooner if
feasible, the Originating Parties shall hold an organizational meeting to elect
officers and perform other duties as required under this Agreement.
b. 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.
C. The Authority Board shall have regular, noticed, quarterly meetings at such times
and places as the Authority Board may designate or prescribe. In addition, special
meetings may be called, from time to time, by the Authority Board Chair, or by a
majority vote of the Authority Board. A minimum of 24 hours notice to the
public and all Authority Board Directors shall be given for any special meetings.
d. In the absence of specific rules of procedure adopted by the Authority Board for
the conduct of its meetings, the fundamental principles of parliamentary
procedure shall be relied upon for the orderly conduct of all Authority Board
meetings.
Section 12. Decisions of the Authority Board. A quorum of the Authority Board shall
be required to be present at any meeting in order for official action to be taken by the Board. A
majority of all Authority Board Directors shall constitute a quorum. It is the desire and intent of
this Agreement that decisions made by the Authority Board shall be by consensus of the Board.
However, if a consensus is not achievable in any particular instance, then a majority vote of the
quorum. of the Authority Board shall be required to adopt any measure or approve any action,
unless otherwise provided herein.
Section 13. Authority Staff and Attorney.
a. 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.
b. 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.
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Section 15, Subsequent 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. Funding the Initial Pro am. 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 Authority are Not Obligations of any Parties. Pursuant to
Section 163.01(7), F.S. the Authority may exercise all powers in connection with the
authorization, issuance, and sale of bonds or other legally authorized mechanisms of finance.
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 Budget.
a. Prior to the beginning of the Authority's fiscal year, the Authority Board will
adopt an annual budget. Such budget shall be prepared in the manner and within
the time period required for the adoption of a tentative and final budget for state
governmental agencies pursuant to general law. The Authority's annual budget
shall contain an estimate of receipts by source and an itemized estimation of
expenditures anticipated to be incurred to meet the financial needs and obligations
of the Authority.
b. The adopted Budget shall be the operating and fiscal guide for the Authority for
the ensuing Fiscal Year.
C. The Board may from time to time amend the Budget at any duly called regular or
special meeting.
Section 19. Reports.
a. Financial reports: The Authority shall provide financial reports in such fonn
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 Govemment 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
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documentation, canceled checks, and other related records produced and
maintained by the Authority, its employees and consultants shall be deemed
public records pursuant to Chapter 119, F.S., and shall be made available for
audit, review or copying by any person upon reasonable notice.
Section 20. Bonds. The Authority Board is authorized to provide, from time to time,
for the issuance of bonds, or other legally authorized form of finance, to pay all or part of the
cost of qualifying improvements in accordance with law.
Section 21. Schedule of Rates and Fees.
a. Upon the creation of the Authority as set forth in this Agreement, the Authority
Board shall establish a schedule of rates, fees or other charges for the purpose of
making the Authority a self-sustaining district. There shall not be any obligation
on the part of the Originating Parties or any 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.
b. The Authority Board may revise the schedule of rates, fees or other charges from
time to time; provided however, that such rates, fees or charges shall be so fixed
and revised so as to provide sums, which with other funds available for such
purposes, shall be sufficient at all times to pay the expenses of operating and
maintaining the 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.
C. The rates, fees or other charges set pursuant to this section shall be just and
equitable and uniform for users and, where appropriate, may be based upon the
size and scope of the financial obligation undertaken by a Participating Property
Owner. All such rates, fees or charges shall be applied in a non -discretionary
manner with respect to the Participating Property Owner's geographical location
within the Authority's Service Area. No rates, fees or charges shall be fixed or
subsequently amended under the foregoing provisions until after a public hearing
at which all the potential participants in the Program, and other interested persons,
shall have an opportunity to be heard concerning the proposed rates, fees or other
charges. Notice of such public hearing setting forth the proposed schedule or
schedules of rates, fees or other charges shall be provided in accordance with
Chapter 163 and Chapter 197, F.S.
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d. The Authority shall charge and collect such rates, fees or other charges so fixed or
revised, and such rates, fees and other charges shall not be subject to the
supervision or regulation by any other commission, board, bureau, agency or
other political subdivision or agency of the county or state.
e. In the event that any assessed fees, rates or other charges for the services and
financing provided by the Authority to Participating Property Owners shall not be
paid as and when due, any unpaid balance thereof, and all interest accruing
thereon, shall be a lien on any parcel or property affected or improved thereby.
Pursuant to Section 163.08(8), F.S., such lien shall constitute a lien of equal
dignity to county taxes and assessments from the date of recordation. In the event
that any such fee, rate or charge shall not be paid as and when due and shall be in
default for thirty (30) days or more, the unpaid balance thereof, and all interest
accrued thereon, together with attorney's fees and costs, may be recovered by the
Authority in a civil action, and any such lien and accrued interest may be
foreclosed and otherwise enforced by the Authority by action or suit in equity as
for the foreclosure of a mortgage on real property.
Section 22. Disbursements. Disbursements made on behalf of the Authority shall be
made by checks drawn on the accounts of the Authority.
Section 23. Procurement; Program Implementation and Administration. The
Authority shall be administered and operated by a Third Party Administrator ("TPA") who shall
be responsible for providing services to the Authority for the design, implementation and
administration of the 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, UC 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.
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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 Liability.
a. All of the privileges and immunities from liability and exemptions from law,
ordinances and rules which apply to municipalities and counties of this state
pursuant to Florida law shall equally apply to the Authority. Likewise, all of the
privileges and immunities from liability; exemptions from laws, ordinances and
rules which apply to the activity of officers, agents, or employees of counties and
municipalities of this state pursuant to Florida law shall equally apply to the
officers, agents or employees of the Authority.
b. The Originating Parties and all 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 goverrunental 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
11
With a Copy to: Corbett and White, P.A.
11 1 I Hypoluxo Road, Suite 207
Lantana, FL 33462
Attn: Keith W, Davis, Esq.
Mangonia Park: Town Nlanager
Town of Mangonia Park
1755 East Tiffany Drive
Mangonia Park, Florida 33407
With a Copy to; Corbett and White, P.A.
111 I Hypoluxo Road, Suite 207
Lantana, FL 33462
Attn: Keith W. Davis, Esq.
Section 28. Filing. It is agreed that this Interlocal Agreement shall be filed with the
Clerk of the Circuit Court of Palm Beach County, as required by Section 163.01(11), F.S.
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 Counte arts. 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 terns 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.
12
Section 34. Compliance with Laws. In the performance of this Agreement, the Parties
hereto shall comply in all material respects with all applicable federal and state laws and
regulations and all applicable county and municipal ordinances and regulations.
Section 35. Governing Law and Venue. This Interlocal Agreement shall be governed,
construed and controlled according to the laws of the State of Florida. Venue for any claim,
objection or dispute arising out of the teens of this Interlocal Agreement shall be proper
exclusively in Palm Beach County, Florida.
Section 36. Severability. In the event a portion of this Interlocal Agreement is found
by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be
effective to the extent possible.
Section 37. Effective Date and Joinder by Authority. This Interlocal Agreement shall
become effective upon its execution by the Originating Parties. It is agreed that, upon the
formation of the Authority, the Authority shall thereafter join this Interlocal Agreement and that
the Authority shall thereafter be deemed a Party to this Interlocal Agreement.
Section 38. No Third Party Rights. No provision in this Agreement shall provide to
any person that is not a party to this Agreement any remedy, claim, or cause of action, or create
any third -party beneficiary rights against any Party to this Agreement.
Section 39. Access and Audits. Palm Beach County has established the Office of
Inspector General in Article VIII of the Charter of Palm Beach County, as may be amended,
which is authorized and empowered to review past, present and proposed county or municipal
contracts, transactions, accounts and records. The Inspector General has the power to subpoena
witnesses, administer oaths and require the production of records, and audit, investigate, monitor,
and inspect 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.]
13
IN kVITNESS WHEREOF, the Originating Parties hereto have made and executed this
Interlocal Agreement on this day of j f,� 2012.
ATTEST:
BY
own Clerk
(Affix Town Seal)
Approved by Town Attorney
as to form and legal sufficiency
ATTEST:
MW
Approved by Town Attorney
as to form and legal sufficiency
Town of Lantana, a municipal
corporation of the State of Florida
Town Manager
Town Attorney
Town of Mangonia-Park, a municipal
corporation of the,S"tate of Florida_._..___
1
BY
14
Exhibit A
[Third Party Administrator Agreement]
FLORIDA GREEN ENERGY WORKS PROGRAM
ADMINISTRATION SERVICES AGREEMENT
(Addendum to Agreement for Implementation of Grant #17477)
THIS FLORIDA GREEN ENERGY WORDS PROGRAM ADD�FrMSTRATION
SERVICES AGREEMENT ("Agreement"), dated as of A3'v 2 , 2012, is entered into
by and between the Town of Lantana, Florida ("Town"), the Florida Green Finance Authority
("Authority") and LcoCity 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 prograni for businesses located in
the To Arn 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 'Florida 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 witb 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 Intergover menW 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. Tho Existing Agreement requires Administrator to design and implement a
Program that would transition into a sustainable business model persisting after ARRA grant
fonds were expended and that will continue to ineorporate 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 rewires completion of an initial
serics of tasks to design and implement the Program by April 30, 2012 or otherwise in support of
fulfilment of the Ch -ant 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-hogram 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 Authodty 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 assuune the Agreement for
implementation of the Program.
Ag-reem£nt
L Restatement,LAssignrnent. 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 with the Initial Term, the "Term") unless
terminated earlier as provided in Section 7.
Services.
(a) Scope of Services. Administrator has been engaged to design, implement
and administer the Program, and Administrator shall perform the services described in Exhibit A
attached hereto acid made a part hereof (the "Services"). The Services slial k 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 LMjigc, Work under this Agreement shall be performed only
by competent personnel under the supervision 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, inay 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 applivable requirements from the Authority, unless
Administrator provides a bona fide objection to the rejection aotice,
(c) Additional Service Providers. Administrator shall be permitted, in Ws 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 with a w • Bindin A eeme 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 AdaiHstrator 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 Exclusiye �E=agement, Conflicts of Tnterest. Nothing in this
Agreement shall prevent Administrator fram 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
implernentation of the Program.
(f) Independent Administrator. Admirdstrutor and any agent or employee of
Administrator shall be deemed at all tines 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 A.uthoiity 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 perforins the Services.
(g) Taxes. Administrator shall be responsible for all obligations and
payments, whether imposed by federal, state or local lav, including, but not limited to, FICA,
utcome, tax wit1dioldinbs, unumpluyrrment compensation, insurdnca and other similar
responsibilities arising from Administrator's business operations.
4, Responsibilities of Authority, The Authority acknowledges that the Florida law
authorizing PACE 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 tho 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) Other actions reasonably required to be performed by the Authority to
facilitate the development, implementation or activities of the PACE Program.
5. Compensation,
(a) Program Design. For Services relating to the design of the Program, the
Administrator shall be pard 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 Thirty -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 prograrn administrative costs and expenses. All fiends described
in this paragraph 5(a) are provided by the Grant Agreeiuem, 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 .incurrod, in such detail as the Town may require. Payments shall
be made by check payable to "EkoCity Partners, DC."
(b) Ongoing Pro gram 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 lees"), 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 malting 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) AddUinnAI Scaioo Prnvidm Administrator shall lye solely responsible
for all paymeniq to any third parry subcontractors, service providers or sub consultants that are
engaged by Administrator to peribrm any of the Services contemplated by [his Agreement,
Indemnification-, Insurance,
(a) Indemnification. 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 bctwe-on 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 hilly 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 represcntafion) 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 additionall separate counsel to
participate in or monitor the defense of the claire by Administrator.
This Section b(a) shall survive termination of this Agreement,
(b) In5urance. 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 insur'd_uce 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 mired
auto coverage, as applicable; and
iv. Professional liability insurance with limits of not less than $1 million
per elaivn with respect to negligent acts, errors or omissions in
connection with professional services to be provided under this
Agreement.
(e) Reguirt-A ProA,*)ns. All insurance requirod undar this Agreement shatl
be maintained with reputable companies authorized to do buslncss in The Smrc of Florida. The
liability insurance required ander this Section b 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 wham a claim is made or a suit is brought. Upon request,
Administrator shall deliver n certificate of insurance to the Authority confirming the existei3ce of
the insurance required by this Agreement.
7. De auit; Termination.
(a) Events of Default. Each of the following skull constitute an event of
default ("Event of Default") under this Agreement;
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 (3 0) 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 (3 0) 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 anyjurisdiction, (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 eirtitled to proceed at law or in equity to enforce their rights ander 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 Eveal 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 vTitten demand all costs and expenses incurred by the Authority in effecting such cure,
with interest thereon from the date the expense is iilCLLred 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 bettiveeri 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 Adrnirdstrator.
(c) Exercise of Remedies. 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 termination no later than May 1.5 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 Serviccs 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 ternunation
of the program or transfer to another admi nistrator.
H. TennLnatiMF�q. In the event of terrnin4tion for convenience by the
Authority, Administrator shall be entitled to a termination fee equal to
thirty percent (30%) 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 (iii) are identified by Administrator
in writing no later than, five (5) days after the termination date..
(e) Terminatig for frnpossibility. In the event that (i) conditions in U.S.
furancial markets, (ii) changes in PACE law, or (iii) changes in the Authority's authority to
provide assessment lien priority render the PACE Program infeasible, Adnninistrator may
suspend. the PACE Program for a period of up to twelve (12) months. Should the Administrator
determine at the conclusion of the .suspen.s- on period that umdiiirms rill nrii warrant resumption
of the program Addnigtryator may requetit from the Authority an extension of the PACE
Program suspcusiora for an additional six (6) months. 'flit Authority may, at its option, grunt the
extension or cancel the Agreement,
4 j1i,.LW and Duties Upon Termination, Upon the expiration or earlier
tennination of this Agreement pursuant to this Section, this Agreement shall terminate and be of
no f;Tther 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.
S. Confident W -Information: Ownership and Access to Records.
(a) Pro prieIM 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 whieh
to third parties may be damaging to the Authority. Administrator agrees that all information
disclosed by Authority to Administrator shall be held in confidence and used only in
performance of this Agreement. Administrator shall exercise the sante 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 Clot) which are conceived, developed or
trade 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 origiDaI works created by Adrnirtistrator 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 terms of the
applicable license shall prevail. Among other things, the online sustainability tool for green
business certification has been licensed from Green Bureau, LLC and use of the service -mark
PACE3PT"4 and any related trademarks or service marks have been licensed from Demeter Power
Group, Inc.
(c) Public Records. AN 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. fn 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 frorn the date of
termination of this Agreement, have access to and the right to examine and audit any of the
Records, Aftor notice and reasonable opportunity to cure, the Authority may cancel and
terminate Lhis PAgwement for refusal by the Administrator to comply with the. requirements of
Chapwr f 19, Florida Sta(utes (Public R.econls).
9. aneous.
(a) Nondiscrimination. During the fzrm of this Agreement; Administrator
shall not discrinvnate against any of its employees or applicants for employment, if any, because
of their race, age, color, religion, seat, sexual orientation, national origin, marital status, physical
or mental disability, or political affiliation and Administrator shall abide by all Federal Md 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 an the part of the Admiinistrator, 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 hz rein. No agent, employee, or other
representative of either Party is empowered to amend, change, modify, supplement, rescind,
terminate or discharge the terms of this Agreeement, except by a written agreement executed by
the Parties,
(d) Binding Effect; No Third PDxty 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) Severability. 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) Assignment_ The Services to be performed by Administrator are personal
in character and neither this Agreement nor any of the duties or obligations hereunder may be
msigncd by the Admirti TILUlz; pruvidud, however, thaL this SmOun shall noLprobiltit thr,
engagement of subcontractors or other third parties to perform any part of the Services. The
performance of the Services rehires 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: Venae: Ildsdiction. This Agreement shall be construed
in accordance with anal 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) Attorney's Fees. Ian 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 a-ny paralegals, law clerks and legal assistants, and
including fees and expenses charged for representation atboth the trial and appellate levels.
0) JM Trial. In the event of any litigation arising out of this Agreement,
each party hereby knowingly, irrevocably, voluntarily find intentionally waives its right to
trial by jury.
(k) Limitation of Liability. The obligations of the Authority shall be limited
to the payment of the compensation provided in this Agraerneat, 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) Pg s. All references to days in this Agrecracm shat! 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,
(rn) Exloibits_ The Exhibits attached hereto are hereby incorporated in and
made a part of this Agreement as if set 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 anoriginat, but all of which, taken together, shall constitute one and
the same agreement.
(o) Construction: Interpretation 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) Nod , All notices permitted or required undor this Agreement shall be
iu writing and shall be delivered in person or =iled by first class, rcgistcrcd or ecrhified mail,
postage prepaid, to the address of the parry specified below or such other address as either party
may specify in writing, Such notice shallbe deemed to have been given upon receipt.
ff to Tower: Tovrn of Lantana
500 Greynolds Circle
Lantana, Florida 33462
Atte: Michael Bornstein, Town Manager
If to Authority: Florida Green Finance Authority
Attention: Board Chair
500 Greynolds Circle
Lantana, Florida 33462
If to Administzator: EcoCity Partners, DC
224 Datura Street, Suite 211
West Palm Beach, Florida 33401
Atte: Michael Wallander, Manager
[Remainder of page intentionally blank]
N WITNESS WHEREOF, the Parties have executed ties Agreement as of the date fiat
written above.
THE TOWN OF LANTANA, FLORIDA
By:
Name: lvllcf,'h-5G
THE FLORIDA GREEN FINANCE AUTHORITY
BY:
Naive:
Title:U
t
ECOCITY PARTNERS, MC, a Vermont low -
profit limited liability company
By: L `, . U
Name: A,cbo-ef Waf(cw '
SCOPE OF THM PARTY ADMINISTRATION SERVICES
AND PROGRAM FEE SCHEDULE
SCOPE OF SERVICES & FEES:
I. Program Design Services
II. Program Implementation Services
TILOngoing Program Administration Services
IV.Distriet Management Services
V. Ancillary Services
VI. Fee Schedule
I. Program Design Services jGrant Funded)
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 0tnance program (the "Existing
Agreement").
The Existing Agreement requires Administrator to design and implement a Program that would transition
into a sasta,inable business model that will Wnfinue to operate after the grant -funded portion of the work
is completed. The Program is intended to fulfil I 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, Prog ram Design Services shall be paid for solely through grant funds.
Program Design Serviees tasks, which must be completed by April 30.2012 in accordance with the Grant
Agreement, include:
Deliverables: PACE District & Finance Program Enabling Documentation (status as nfdala of
addendum execution)
Consistent with Florida law and Section 163.08, Florida Statutes (the "PACF Act"), Administrator will
provide a comprehensive set of documents for the purpose of establishing, authorb ing 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 requires{ by the law (completed).
2) A statement indicating that the jurisdiction proposes to make voluntary contractual non -ad valorem
assos9raent ("PACE Assessment') financing available to property owners (con:plated),
3) An identification of the typos of renewable morgy sources, wind resistance, energy efficiency and
other improvements (" Qualifyingr improvemenLs") (cvmpleleA
4) A description of the boundaries of the area within which contractual assessments may be offered
(completed).
S) Designation of a date, tune and place for the public hearing on the matter, if required (completed).
6) A statement of assessment uaderwriting 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 forra the basis for a Florida statewide PACE financing program (completed),
7) Consultation with the appropriate local government officials to ensure arrangements for placing the
assessments on the tax roll (completed).
$) 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 financu Qualifying Improvements (partially completed).
10) A Finance Program Handbook that describes the fundingprocess and source(s) to be offered through
the Program. The Finance Frogram 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 wi11
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}.
1 l) Underwriting Criteria: Applicant eligibility and qualification requirements based upon State, federal
and local law and prudent underwriting guidelines (partially campleted),
12) District Management Policies: Administrator will provide the Authority and participating Districts
wlrh draft policies for use by the Authority, fife Districts and participating property owners for
financing of Qualifying Improvements. These policies wil t be for adoption by the Districts. The
policy statement may include, but is not limited to, identifying designated signatories for each
District, a governing hoard for each District, a method of prioritizing property owner aepplivations,
and proposed Program timelines for application processing, assessment processing, and other
customer -service related guidelines (partially completed).
Program Implementation Services_Wontinue After Grant Funds Expended)
Program implementation services include finalizing and integrating the tasks outlined in the Program
Desl,g Services to create and launch a program that is ready to process applications and fund projects,
Program Implementation Services are 'intended to facilitate tits transirlon to a sustainable business model,
These services include the following key deliverables:
Deliverables.
1) Web Portal.
a) Administr2tor will imptcmcnt and operatt a wcbsitc(avww.tloridagitcncsicrgy„vor_ks,com} that
serves as the primary sMferiace between applicant and Adn inistrator. Administrator will "brand”
the dedicated website for the Authority.
b) The secure website will manage distribution of program application, application filing, Lhe
tracking of the application process, and notice of project funding. Data collected may include:
i) The member and locations of property owners enrolling in the Program;
i.i) The type, size and dollar value of install projects;
iii) The time between enrollment and installation; and
iv) The level of participalion 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 ft 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 & Commanications Program.
a) Administrator will develop a marketing and education campaign to inform the local
comrnunity(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 online 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 agencles, and credit enhanccment and liquidity providers, As
required.
II. Qngofng 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 scre=within a
reasonable period of time from receipt of the application. Administrator wiU 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) greaterthan one.
ii) Administrator will utilize eligibility and underwriting criteria that complies with State,
federal and local law and prudent underwriting standards and drat manes 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.
Q) Once projects arc verified, Administrator will notify tho 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,
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 provide rtporbs on program application statistics to the Authority on a rcgnlnr
basis.
b) Admini9trator will prcparc reports, schedules and documents to support the issuance and
underwriting of bond or other financing documents, such as disclosure documents for the FRS,
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 tn, the following,
i) Progmm 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) FHp'A/FNI MA/FMAC PACE Staters 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 Management 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 mcctings, 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 Bawd _members arad staff' prior to RnArd meeting.
Prepare tneeting materlaig for other meetings, hearings, etc. as needed.
3) Providc aworatc minutes for 0,11 meetings and hearings.
4) Other responsibilities include such items as:
a. Custody of the District's Seat
b. Records custodian and records management liaison with State of Floilda 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
timited to the Following:
a. PrnNrty 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 workshop&
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
b) 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 creata atld 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) Basure District is in compliance with administrative and financial reporting for Special Districts.
S) Assist in nogotiations ol'contrarts, as directed by the 1308 -rd.
9) Provide Contract administration and supervision of all contracts, as directed by die Board.
10) Serve as liaison with County and State agencies, including the Supervisor of Owtions, Tasting
officials aInd 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 anal the Rules of the Auditor General.
2) Propury rvgului- balancti 411M, 111011le St+1t$1n3 31t(S) witli budget to actual variances_ Preparc
Public: Dt pusilur's Rcporl wid distribute to State.
3) Prepare all ofher financial reports as required by applicable law and accounting standards.
Budgeting
I) Prepare budget, budget resolutions, and backup maternal 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 pmpamtion 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 lacal governing authorities in the required timeframe prior to
adoption,
4) File all required documentation with the Department of Revenue, Auditor General, the
County, and ocher governmenial 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 Trsdependent
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 tf:e Independent auditor.
Revenue Collection
1) Admintster cotlecdon and disbursement of assessments, fees, and Charges and all rcvenues of
the District in accordance Nvith Florida law governing the uniform method of assessing,
levying and collecting special assessment.
2) Recommend enforcement actions to ensure payment as needed.
3) Prepare monody financial reports showing revenues and expenses for the month in
comparison to annual budget, noting variances.
4) prepare grid refine -9 property datakane.
5) Prepare annual assessment roll. Certify roll either to the County Tax Colicctor, or direct bill
and collect (or both), as appropriate.
6) Issue estoppels letters as needed
Accounts PayaiUlaJR�s*a#vpbles
1) Administer the pruuesfzing, review and payment cf all invoices and purchase orders. Ensure
timely pay nient of district bills is made.
2) Report cash balances by fund.
3) Maintain checking accounts with qualified public depository.
Capital Program Administration
X) Maintain proper capita! 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 dirmtly to bond holders
as required by Continuing Disclosure Agreements, annual/quoAerly 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 tha 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 `sn 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.
Investraeut Services
]) All 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 law.
3) Provide for investment of funds per approved policies.
Risk Management
1) 'Prepare and follow risk management policies and prose ores.
2) Recommend and advise the Board of the appropriate amounts and types of insurance and be
responsible for procuring all necessary insurance.
3) Proctass and assist in the investigation of insurance claims, in coordination with Counsel of the
District.
4) ltcvicw itimirancc polioioi and covcrago arnounta of Diatriot vondora.
TV, A.ncillary Ser ces
The Administrator may develop additional tools and programs, as may be, appropriate, to facilitate interest
and participation is the Program. Administrator will only provide such ancillary services with the
advance approval of the Authority, such approval not to he unreasonably withheld. Such ancillary
services Gturently offered by Administrator inciude development and administration of a green business
certification and marketing prograrn far 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 greet? technologies (such as
those iised in Qualifying improvements); a carbon -offset / environmental attribute and marketing {grogram
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 is accordance with prudent financial management standards, Such fees shall
include (1) community opt -in fees; (li) fmance program closing fees; and (iii) ongoing mance program.
administration Fees. From time to t-iute the.Authority and thu 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 l .
Schedule 1
Fee Schedule
Opt in foes cover the upfront legal Casts of establishing the district as well as the technology set-up costs of
adding the community to the Program web platform
Community Opt -In Fee Schedule*
1
i i
3 l i t
Tier 1
(0 —19,999)
Free
$12,500
$aj,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 charae
$15,000
Tier 4
(200,000 — 499,999)
Free
$20,000
510,000
No charge
$17,500
Tier 5
(500,000+)
Free
$22,500
$11,250
No charge
$20,000
Opt in foes cover the upfront legal Casts of establishing the district as well as the technology set-up costs of
adding the community to the Program web platform
Finance Program Closing Fee Schedule
zMa.
'Cy'� �
a .yit
�� t�r �i to � �ra� '
� i
,.¢ lir.
a. ��
r �s : S r,9
-
q `. -_
4r i 1
- ------
Application Processing
�3Q
i $0
f $0
Fee
(Waived)
! (Waived)
_
Semple Buildings:
Simple Buildings:
-$0.02/sq ft (lighting)
-$0.02/sq ft (lighting)
Energy Audit
2
50.0 /sy It
-$0.06/sq t
-50.06/scl ft (comprehensive)
(p gb )�X
(pass-through)"
(comprehensive)
Complex Buildings: i
Complex buildings:
-$0.10 - SO.25/sq ft
-50.10 - $Q.25is ft
Technical Project
Review
S30
$195
5495
ass -through)"'
Appraisal Fee
-
f
I
(optional) (pass-
TBD
Est. $2.5k - S54
Est. $5k - SI Ok
through)"
Title Search
$425
$12 5 -
$425
ass-througb)nti
Jurisdiction
$0
$0
$0
Sel.yl Fee
S10 for 1,` page; $3.50
$1 Q for I" page; $3.50
S 10 for lir page; ",x"3.50 each
Recording Fee (Set by
each add'1 page; $0.60
each addI page; $0.60
addI page; $0.60 abstract fee
Florida statute) (pass-
abstract fee plus doc..
abstract fee plus doc.
plus doc. stamp tax of {
through) €
stamp tax of
stamp tax of $0.35/$1,00Q.
$Q.35/$1,00Q.
I
$0 35/SLOW -
_
i
Origination lee
2.5% of cost of the
2.5% of cost of tAhe
2.5% of cost of the
improvement
-
inn rovernent
improvement
Bond Counsel Leval
- TBD
T13D
TF3T]
Fees ( ass -through)`
- -
Progress Pavment
i
Request (if applicable) )
TBD
$2tl0 -
$2Gt+
Prc-install Site
TBD
$5'5
- $���
Inspection (optional)
Post -install Site
TBD
$575
$675
Inspection (optional)
Dent Service Reserve
Fund
TBD
Est. 10% of financed
Est_ 10% of Financed amount
(if required)
amount (subject to lender
(subject to lender approval)
approval)
yr lzp,-'riluorial prnUr:Jo n pf p%, nilly Uri into efferr if rhe Residential Program .ic offered and becomes akraiImble
pending resolution of legal uncertainty givers FNEA, Fannie Viae and Freddic lilac litigation.
** Pass-through fees are estimates of third -party charges and are subject to change.
Finance Proaaram Administrative Fees
Residential
,�
PACE District 0.5%01`collected
0.5% of collected
0.5°10 of collected amount
Admin. Feel amount
amount
PACE District Legal 0.5°�0 of collected
0.5% of collected
Fee (Incurred by
0.5% of collected amount
amount
Authority)
amount
Property
Appraiser $ l50lyear +
$150/year + X0.75/per
$1 j0iyear + $0.75/per parcel
(pass-through)"X0.75/per parcel
parcel
Tax Collector;
1-?% of collections
ass -through)`
1-2% of collections
f 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 Iitigation.
" Pass-through Fees are estimates of third -party charges and are subject to change.
I The PACE District Administration fees cover the cost of the annual audit for the PACE governmental
authority along with 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.
2 District assessments are considered levied by the County for purposes of determining commissions under
Chapter 192, F.S. Payments roust be paid quarterly,
3 rhapWr fq7, F.S. requires reim6nr,�emrnI Ifi tiiw Prnperry Appraiser For administrative- rnsts. S1 S(} Der year
plus au acuma3 l;rr_ u00 75 Ycr part -e-4 snhlri_t to the A-vir.ssmenr_
4 The amount of the fee is dependent on the actual assessments, not to escced Z"fa
CURRENT LIST O:F SUBCONTRACTORS & LICENSES
Current List of 5r bcanlXactors
Erin L. Deady, P.A.
Eco Chamber, Inc.
Lewis, Longman & Walker, P.A.
Renewable Funding, LLC
Demeter Power Group, Inc.
Special District Services, Inc.
.Zamia Ventures, LLC
Green Bureau, LLC
Current List of Licenses
Demeter Power Group, Inc. d/b/a Demeter Fund (PACKPTM')
Green Bureau, LLC (web -based sustainability tool)
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 Parc (the "Interlocal Agreement") entered into on l tQ__ t , 2012
for the purpose of facilitating the financing of qualifying improvements for ei rgy 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 Delray
Beach, with the intent to be bound thereto, hereby agree that the City of Delray Beach shall
become a Party to the Interfocal Agreement together with all of the rights and obligations of
Parties to the Interlocal Agreement.
The City of Delray 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 Delray Beach designates the following as the respective place for any notices to be
given pursuant to the Interlocal Agreement Section 27:
Delray Beach: David T. Harden
City of Delray Beach
100 NW 15` Avenue
Delray Beach, FL 33444
With a Copy to: Corbett and White, P.A. Authority Attorney
1111 Hypoluxo Road, Suite 207
Lantana, FL 33462
Attn: Keith W. Davis, Esq.
17
IN WITNESS WHEREOF, the parties hereto subscribe th it 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:
Sec Lary of the Authority
Approved by Authority Attorney
as to form and legal sufficiency
ATTEST:
IN
City of Delray Beach, a municipal
cornowNrl of the State of ft— Ma
BY: BY:liY1 1
City Clerk Nelson S. McDuffie,
(Affix Town Sea])
Approved by City Attorney
as to form and legal sufficiency
}')}.City Attorney
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A RESOLUTION OF THE CITY CONIMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, EXPRESSItiG THE CITY'S SUPPORT
AND INTENTION TO CREATE WITHIN THE CITY, THE
"FLORIDA GREEN ENERGY WORKS PROGRAM" A VOLUNTARY
PROGRAM PROVIDING INTERESTED PROPERTY OWNERS WITH
THE OPPORTUNITY TO FINANCE ENERGY EFFICIENCY
IMPROVEMENTS ON THEIR PROPERTY BY REPAYMENT
THROUGH NON -AD VA.LORMIJ ASSESSMENTS ON THEIR
PROPERTY TAX BILL; AUTHORIZING THE MAYOR OF D.ELILkY
BEACH TO EXECUTE AN INTERLOCAL A.GREEi\IENT WITH THE
FLORIDA GREEN FINANCE AUTHORITY FOR ADtMINISTRATION
OF THE FLORIDA GREEN ENERGY WORKS PROGRAM IN THE,
CITY OF DELRAY BEACH; PROVIDING AN EFFECTIVE DATE;
AND FOR OTHER PURPOSES.
WHEREAS, home and business energy consumption accounts for a large portion of the overall
usage of energy in a community; and
WHEREAS, there is a vast quantity of existing structures with many years of remaining life before
replacement, and these structures are not as energy efficient as today's standards, nor do many existing
buildings have renewable energy systems installed to provide some or all of their electric energy needs and
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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 Cite and statewide; and
WHEREAS, the upfront costs of these improvements are a hurdle to installing them and existing
financing options may he insufficient for property owners to access cost-effective financing for energy -
sating or wind -resistance property improvements due to requirements associated with traditional debt or
equity financing options; and
WHEREAS, the expected life of energy efficiency, renewable energy or wind resistance projects
may require a longer term payback period than offered by ttaditiorial financing, which may necessitate
alternative options to fund installation of die improvements; and
WHEREAS, local governments within Florida and nationally have either formed, or are
contemplating the formation of, programs to provide alternative financing options allowing a property
owner to voluntarily finance energy efficiency and renewable energy improvements through non -ad valorem
assessments repaid through their property taxes; and
... -- _ -- -_--_ _--
__ _! .___. ____�_ WHERF✓A the State of Florida has declared itthe public policy of the State to deve-1op energy W
management programs awned at promoting energy conservation and protecting properties from wind
damage; and
WHEREAS, the financing prodded to these participating property owners will be repaid though
non -ad valorem assessments levied on their property tax bills and only those property owners who want to
participate will be levied the assessments; and
WHEREAS, the benefits of these energy financing programs include improved air quality, lowered
fossil fuels use, creating energy independence and security, promoting the creation of jobs and economic
development by stimulating "green industries" and saving citizens money by reducing energy consumption;
and
WHEREAS, Section 163.08, F.S. authorizes local governments in Florida to either form
individually, or in partoeirskup with other local governments, programs to allow property owners to
voluntarily finance energy efficiency, renewable energy or wind resistance improvements; and
WHEREAS, the Town of Lantana has formed the Florida Green Energy Works program which is
an energy financing program created pursuant to Section 163.08, F.S.; and
WHEREAS, other local governments in the State are able to partner in the Florida Green Energy
Works program by executing an Interlocal Agreement creating the Florida Green Finance Authority to
administer the program., thus elutunating the costs and reducing the efforts to form an energy financing
program by individual local governments; and
WHEREAS, the Florida Green Finance Authority is already creating the financing, levy and
collection process to implement the Florida Green Energy Works program through the local goverivnent
partners; and
WHEREAS, the Florida Green Energy Works program will provide significant benefits including
property owner cost savings, enhancing property values, economic development and job opportunities and
the City of Delray Beach believes that it is in the best interests of the health, safety and welfare of its citizens
to participate in the program and authorize the City Manager and City Attorney to finalize the Interlocal
Agreement creating the Florida Green Finance Authority and begin the steps to create the Florida Green
Energy Works program in the City of Delray Beach.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA, THAT:
Section 1. The above declarations ate Mie and accurate, and are incorporated herein.
Section 2. The City Commission of Delray Beach, a municipal corporation, hereby authorizes
2 RES. NO. 24-12
_--- __- ._ --
d participation in the Florida Green Finance Authority to implement the Florida Green Energy Works
program.
Section 3. The Cite Cozx7Mssion hereby directs the City Manager and City Attorney to frialize the
Interlocal Agreement with the Florida Green Finance Authority, and further authorizes the Mayor of Detrav
Beach to execute the Interlocal Agreement on behalf of the City.
Section 4. The City Commission hereby directs that t to City Manager and City Attorney to begin
creating the levy and collection process for rh.e voluntary non -ad valorem assessments with the Florida
Green Finance Authority and Palm Beach County Ptoperq Appraiser and Tax Collector.
Section 5. This Resolution shall take effect immediately upon adoption,
PASSED AND ADOPTED in regular session on the day of , 2012.
l
MA R
A TTLE ST:
City Clerk
3 RES, NO. 24-12
nue
City of Delray Beach 100 N.W. h, FL 34
Delray Beach, FL 33444
Legislation Text
File #: 17-252, Version: 1
TO: Mayor and Commissioners
FROM: Dale Sugerman, Asst. City Manager/Acting Director of ESD
THROUGH: Chief Neal de Jesus, Interim City Manager
DATE: May 2, 2017
RESOLUTION 18-17 APPROVING AND ADOPTING THE SECOND AMENDED AND RESTATED
INTERLOCAL AGREEMENT ORIGINALLY EXECUTED BY THE TOWNS OF LANTANA AND
MANGONIA PARK, WHICH PROVIDES FOR UPDATES TO THE BOARD OF SUPERVISORS'
STRUCTURE, FOR MORE FLEXIBILITY IN OBTAINING A QUORUM OF THE BOARD AND A
PROGRAM NAME CHANGE TO "RENEWPACE" AS IMPLEMENTED BY THE FLORIDA GREEN
FINANCE AUTHORITY CONCERNING THE CONTINUATION OF THE "PACE" PROGRAM WITHIN
THE CITY; SPECIFICALLY RESCINDING RESOLUTION NO. 24-12 ON "PACE" DUE TO THE
RECENT CHANGES IN THE PROGRAM NAME AND AMENDMENTS TO ORIGINAL INTERLOCAL
AGREEMENT
Recommended Action:
Motion to Approve Resolution 18-17 approving and adopting the second amended and restated
Interlocal Agreement originally executed by the Towns of Lantana and Mangonia Park, which
provides for updates to the Board of Supervisors' Structure, for more flexibility in obtaining a quorum
of the Board and a program name change to "RenewPACE" as implemented by the Florida Green
Finance Authority concerning the continuation of the "PACE" Program within the City; specifically
rescinding Resolution No. 24-12 on "PACE" due to the recent changes in the program name and
amendments to the original Interlocal Agreement.
Background:
The Property Assessed Clean Energy (PACE) program in Delray Beach has been relatively dormant
since inception in 2012. In order adapt to changing market conditions and help ensure the program's
success the City needs to: 1) adopt an ordinance that establishes guidelines for multiple, non-
exclusive PACE programs providing PACE funding within the City and provides additional consumer
protections for our residents; 2) Join the Second Amended Interlocal Agreement with Florida Green
Finance Authority (the "Authority"), implemented through the RenewPACE qualifying improvements
program, by adopting a resolution which provides that the original 2012 membership agreement is
still in effect; and 3) Join the Interlocal Agreement that forms the Green Corridor PACE District,
currently administered by Ygrene Energy Fund, Florida LLC., by entering into a membership
agreement with the Green Corridor District.
Property Assessed Clean Energy (PACE) was authorized by the Florida Legislature in 2010 though
Section 163.08 F.S., in an effort to improve energy efficiency, incentivize installation of solar arrays,
and increase storm resilience of Florida's built environment. Using PACE, property owners can
implement a variety of `qualifying improvements' including, but not limited to, the installation of energy
efficient air conditioning systems, water heaters, insulation, impact resistant and insulated windows
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File #: 17-252, Version: 1
and doors, solar energy panels, and roof improvements that address energy efficiency and/or wind
mitigation on homes and commercial buildings.
Resolution 18-17 authorizes the City to join the Second Amended and Restated Interlocal Agreement
with Delray Beach's current PACE program entity, Florida Green Finance Authority. The Second
Amended and Restated Interlocal reflects a change in the program name pursuant to the acquisition
of the third -party administrator by Renew Financial. It also introduces changes providing greater
flexibility for the Authority's Board of Supervisors, greater geographic representation on the board,
and provides that the 2012 membership agreement is still in full force and effect.
Although the former Florida Green Energy Works program was impacted by the challenges to its
bond validation and did not roll out many projects, the Florida Green Finance Authority expanded to
include 49 jurisdictions across nine counties including Alachua Broward, Escambia, Indian River,
Martin, Orange, Palm Beach, Pasco, and Pinellas. The program's acquisition by Renewal Financial
brings significant resources, both monetary and personnel, to help make the program more
successful throughout Florida.
Renew Financial administers the largest multi -jurisdictional PACE program in California,
CaliforniaFIRST, which available to 27 million people in over 300 local governments in California.
Renew Financial has closed on over 7,300 PACE assessments at a total value of $186 Million across
the U.S. and secured $650 million in total financing to date. The RenewPACE program now
launching the residential portion of its program with an expedient project approval process. Since
July 2016, RenewPACE has completed approximately $70,000 in residential transactions.
There are no costs to the City from the PACE program. The program allows the private sector to
operate within the City's jurisdiction.
City Attorney Review:
Approved as to form and legal sufficiency.
Finance Department Review:
Finance recommends approval.
Funding Source:
N/A
Timing of Request:
Adopting these changes will help reenergize the Delray Beach PACE Program.
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