Res No. 19-17A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA CREATING AN
ADDITIONAL PROPERTY ASSESSED CLEAN ENERGY
(PACE) PROGRAM WITHIN THE CITY AND JOESI TG
THE GREEN CORRIDOR PROPERTY ASSESSMENT
CLEAN ENERGY (PACE) DISTRICT AS A NON-VOTING
MEMBER; AUTHORIZING THE EXECUTION OF A NON-
EXCLUSIVE MEMBERSHIP AGREEMENT WITH THE
GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN
ENERGY (PACE) DISTRICT; PROVIDING DIRECTIONS
TO THE CLERK; PROVIDING FOR AN EFFECTIVE DATE;
AND FOR OTHER PURPOSES.
WHEREAS, Section 163.08, Florida Statutes (the "PACE Act") authorizes counties,
municipalities, and certain separate local government entities to establish and administer financing
programs pursuant to which owners of real property may obtain funding for energy conservation
and efficiency, renewable energy and wind resistance improvements (as referred to therein, the
"Qualifying Improvements"}, and repay such funding through voluntary special assessments,
sometimes referred to as non -ad valorem assessments, levied upon the improved property pursuant
to financing agreements between the owner thereof and the local government; and
WHEREAS, pursuant to the PACE Act, local governments may enter into a partnership
with other local governments for the purpose of providing and financing Qualifying
Improvements, and a PACE program may be administered by a third party at the discretion of the
local government; and
WHEREAS, PACE programs not only assist residents and business owners in reducing
their carbon footprint and energy costs, but also stimulate the local economy by the creation of
needed construction jobs; and
WHEREAS, on August 6, 2012, the Town of Cutler Bay, Village of Palmetto Bay, Village
of Pinecrest, City of South Miami, Miami Shores Village, City of Coral Gables, and City of Miami,
entered into an interlocal agreement, which is recorded in the Official Records of Miami -Dade
County at Book 28217 Pages 0312-333, creating -a separate legal entity known as the Green
Corridor Property Assessment Clean Energy (PACE) District (the "District"); and
WHEREAS, given the wide spread energy and economic benefits of PACE programs, the
City Commission desires for the City of Delray Beach to join the District as a non-voting member
by entering into a Membership Agreement, in substantially the form attached hereto as Exhibit
"A," C Membership Agreement") in order for property owners within the City of Delray Beach to
obtain from the District the upfront financing for Qualifying Improvements; and
Page 1 of 2
i
of the City of Delray Beach to adopt this Resolution.
NOW, THEREFORE, BE IT -RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA AS FOLLOWS:
Section 1. Recitals. The foregoing recitals are incorporated in this Resolution as
though fully set forth herein and are approved and adopted.
Section 2. Creation of Additional PACE Program. The City Commission hereby
creates an additional PACE Program pursuant to Section 163.08, Florida Statutes, for the purpose
ofthe District providing upfront financing to property owners for Qualifying Improvements, which
program will be administered by the District's third -party administrator.
Section 3. Approval of Membership Agreement. The City Commission hereby
approves of the Membership Agreement with the District, in substantially the form attached hereto
as Exhibit "A."
Section 4. Authorization. The City Commission hereby authorizes the Mayor to
execute the Membership Agreement with the District, in substantially the farm attached hereto as
Exhibit "A," subject to approval by the City Attorney as to form and legality.
Section 5. Directions to Clerk. The City Clerk or designee of this office is directed to
send a certified copy of this Resolution to the District's Manager at Governmental Management
Services — South Florida, LLC, 5385 N. Nob Hill Road, Sunrise, Florida 33351 within ten (10)
days of adoption.
Section 6. Effective Date. This Resolution shall be effective immediately upon
adoption.
PASSED and ADOPTED this day off , 2017.
Glickstein, Mayor
Attest:
jjity Clerk ---- -------
Approved as to form and legality:
R. Max Lohman, City Attorney
Page 2 of 2
EXHIBrr""
This Membership Agreement (the "Membership Agreement") is entered into this day
of
of , 2017, by and between the Green Corridor Property Assessment Clean Energy (PACE)
District, a public body corporate and politic (the "Green Corridor"), and the City of Delray
Beach, Florida, a municipality of the State of Florida (the "City of Delray Beach") (collectively,
the "Parties") for the purpose of providing a PACE program within the City's municipal
boundaries.
.RECITALS
WHEREAS, on August 6, 2012, the Green Corridor was created as a separate legal
entity pursuant to Section 163.01(7), Florida Statutes, to finance qualifying improvements in
accordance with Section 163.08, Florida Statutes; and
WHEREAS, on , 2017, the City of Delray Beach adopted
Resolution 19-17 agreeing to join the Green Corridor as a non-voting member in order to finance
qualifying improvements in the City of Delray Beach in accordance with Section 163.08, Florida
Statutes; and
WHEREAS, the Parties have determined that entering into this Membership Agreement
is in the best interest and welfare of the property owners within the Green Corridor and the City
of Delray Beach.
NOW, THEREFORE, in consideration of the terms and conditions, promises and
covenants hereinafter set forth, the Parties agree as follows:
1. Recitals Incorporated. The above recitals are true and correct and incorporated
herein.
2. Purpose. The purpose of this Membership Agreement is to facilitate the financing
of qualifying improvements for property owners within the City of Delray Beach
in accordance with Section 163.08, Florida Statutes, by virtue of the City's
joining the Green Corridor as a non-voting member and utilizing the Green
Corridor's existing program (the "Program").
3. Qualifying Improvements. The City of Delray Beach shall allow the Green
Corridor to provide financing of qualifying improvements, as defined in Section
163.08, Florida Statutes, on properties within the City of Delray Beach.
4. Non -Exclusive, The Green Corridor Program is non-exclusive, meaning the City
of Delray Beach specifically reserves the right to join any other entity providing a
similar program under Section 163.08, Florida Statutes, or create its own program
under Section 163.08, Florida Statutes.
S. Program Guidelines: The Parties agree the City of Delray Beach has
implemented local program requirements for any PACE program to be offered in
the City of Delray Beaph_ihrou _the adoption of Ordinanc�_Noo,_1�3-1.7}and-this
reporting required of all PACE programs within the City of Delray Beach. The
Parties agree that if the City of Delray Beach's Ordinance No. 13-17 is repealed,
the Program to be offered in the City of Delray Beach will be wholly governed by
the Green Corridor's Program Guidelines. If the City of Delray Beach desires to
implement its own local program guidelines at a future date, it may do so upon
sixty (60) day's written notice to the Green Corridor. Any such local program
guidelines can be amended and changed only by the authorized designee of the
City of Delray Beach. These local program guidelines shall be consistent with the
Green Corridor's guidelines. The City of Delray Beach may adopt more
restrictive guidelines than that of the Green Corridor. However, if there is a
conflict between the Green Corridor's guidelines and the City of Delray Beach's
guidelines, the Green Corridor's guidelines shall control.
6. Boundaries. Pursuant to this Membership Agreement, the boundaries of the Green
Corridor shall include the legal boundaries of the City of Delray Beach, which
boundaries may be limited, expanded, or more specifically designated from time
to time by the City of Delray Beach by providing written notice to the Green
Corridor. As contemplated in the Interlocal Agreement (as defined in Section 8)
and as supplemented by this Membership Agreement, the Green Corridor will, on
a non-exclusive basis, levy voluntary non ad valorem special assessments on the
benefitted properties within the boundaries of the City of Delray Beach to help
finance the costs of qualifying improvements for those individual properties.
Those properties receiving financing for qualifying improvements shall be
assessed from time to time, in accordance with Section 163.08, Florida Statutes
and other applicable law. Notwithstanding termination of this Membership
Agreement or notice of a change in boundaries by the City of Delray Beach as
provided for above, those properties that have received financing for qualifying
improvements shall continue to be a part of the Green Corridor, until such time
that all outstanding debt has been satisfied.
7, Financing Agreement. The Parties agree that the Green Corridor may enter into a
financing agreement, pursuant to Section 163.08, Florida Statutes, with property
owner(s) within the City of Delray Beach who obtain financing through the Green
Corridor.
Amended and Restated Interlocal Agreement. The .Parties agree that the City of
Delray Beach shall be subject to all terms, covenants, and conditions of the
Amended and Restated Interlocal Agreement recorded in the Official Records of
Miami -Dade County at Official Records Book. 28217, Page 0312, which created
the Green Corridor (the "Interlocal Agreement"). In the event of any conflict
between the Interlocal Agreement and this Membership Agreement, this
Membership Agreement shall control the rights and obligations of the City of
Delray Beach.
2
9. Responsibilities of the Green Corridor-, Indemnification. The Green Corridor
shall be solely responsible for all matters associated with origination, funding,
participants, tax certificate holders, lenders or others relating to the Program's
special assessments, the Program's financing agreements, the Program's
qualifying improvements, or any other aspect of the Program. The Parties
understand that indemnification of the Green Corridor members is provided for in
Section 16 of the Interlocal Agreement, and that such provisions shall apply to the
City of Delray Beach.
10. Agreements with Tax Collector Property Appraiser and Municipalities The
Green Corridor acknowledges that the City of Delray Beach has no authority to
bind the County Tax Collector and the County Property Appraiser, and the Green
Corridor will be required to enter into separate agreement(s) with the County Tax
Collector and/or the County Property Appraiser, which shall establish the fees (if
any) to be charged by the Tax Collector and Property Appraiser for the collection
or handling of the Program's special assessments.
11. Resale or Refinancing of a Property. The Green Corridor recognizes that some
lenders may require fall repayment of the Program's special assessments upon
resale or refinancing of a property subject to the Program's special assessments.
The Green Corridor agrees to provide written disclosure of this matter to all City
of Delray Beach property owners that may utilize the Program.
12. Term. This Membership Agreement shall remain in full force and effect from the
date of its execution by both Parties. Any Party may terminate this Membership
Agreement upon ninety (90) days prior written notice.
13. Consent. This Membership Agreement and any required resolution or ordinance
of an individual Party shall be considered the City of Delray Beach's consent to
joining the Green Corridor and participation therein, as required by Section
163.08, Florida Statutes.
14. Voting; Rights. The Parties agree that the City of Delray Beach shall be a non-
voting member of the Green Corridor for the term of this Membership
Agreement.
15. Notices. Any notices to be given hereunder shall be in writing and shall be
deemed to have been given if sent by hand delivery, recognized overnight courier
(such as Federal Express), or by written certified U.S. mail, with return receipt
requested, addressed to the Party for whom it is intended, at the place specified.
For the present, the Parties designate the following as the respective places for
notice purposes:
3
If to Green Corridor:
Paul Winkeljohn, Executive Director
Sunrise, FL 33351
If to:
The City of Delray Beach
Attn: City ?.Manager
100 NW First Avenue
Delray Beach, FL 33444-2612
With a Copy to:
The City of Delray Beach
Attn: City Attorney
200 NW First Avenue
Delray Beach, FL 33444
16. Amendments. It is further agreed that no modification, amendment or alteration
in the terms or conditions herein shall be effective unless contained in a written
document executed by the Parties hereto.
17a Joint Effort. The preparation of this Membership Agreement has been a joint
effort of the Parties hereto and the resulting document shall not, solely as a matter
of judicial construction, be construed more severely against one of the Parties
than the other.
18. Merger. This Membership Agreement incorporates and includes all prior
negotiations, correspondence, agreements, or understandings applicable to the
matters contained herein; and the Parties agree that there are no commitments,
agreements, or understandings concerning the subject matter of this Membership
Agreement that are not contained in this document. Accordingly, the Parties
agree that no deviation from the terms hereof shall be predicated upon any prior
representations or agreements, whether oral or written. It is fiuther agreed than no
change, amendment, alteration, or modification in the terms and conditions
contained herein shall be effective unless contained in a written document,
executed with the same formality, and of equal dignity herewith by all Parties to
this Membership Agreement.
19. Asst neat. The respective obligations of the Parties set forth in this
Membership Agreement shall not be assigned, in whole or in part, without the
written consent of the other Party hereto.
20. Records. The Parties shall each maintain their own respective records and
documents associated with this Membership Agreement in accordance with the
requirements for records retention set forth in Chapter 119, Florida Statutes.
4
21. No Third Party Beneficiaries. It is the intent and agreement of the Parties that this
_Agreement is solely for the benefit of the Parties and no person not party hereto
,,gar
22. Severability. In the event a portion of this Membership Agreement is found by a
court of competent jurisdiction to be invalid, the remaining provisions shall
continue to be effective.
23. Venue. The exclusive venue of any legal or equitable action against the City of
Delray Beach that arises out of or relates to this Membership Agreement shall be
the appropriate state court in Miami -Dade County.
24. Effective Date. This Membership Agreement shall become effective upon the
execution by the Parties hereto.
[signature page follows]
E
IN WITNESS WHEREOF, the Parties hereto have made and executed this Membership
Agreement on this day of , 2017..
ATTEST:
By:
District Secretary
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
Ln
Weiss Serota Helfinan Cole &
Bierman, P.L., District Attorney
ATTEST:
LN
City Clerk
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
By:
R. Max Lohman, City Attorney
GREEN CORRIDOR PROPERTY
ASSESSMENT CLEAN ENERGY
(PACE) DISTRICT
By:
Paul Winkeijohn, Executive Director
THE CITY OF DELRAY BEACH
By:
Cary Glickstein, Mayor
[SIGNATURE PAGE TO MEMBERSHIP AGREEMENT]
0
ca
* - a - I IN1111offill
CFN 2012RO550022
DR Bk 28217 Pss 0312 - 3331 (22pos)
AMENDED AND RESTATED" RECORDED 08/06/2012 12*20:13
OV4U&RUV1Hy CLERK DF CDURT
INTERLOCAL AGREEMENT BETWEEN THE T 4DE COUNTYr FLORIDA
CUTLER BAY, VILLAGE OF PALMETTO BAY, VILLAGE OF
PINECREST, CITY OF SOUTH MIAMI, MIAMI SHORES VILLAGE, CITY OF CORAL
G4BLES & CITY OF 114AMI
This Amended and Restated Interlocal Agreement (the "Interlocal Agreement") is
entered, into between the Town of Cutler Bay, Florida, a Florida municipal corporation;
Village of Palmetto Bay, Florida, a Florida municipal corporation; Village of Pinecrest, a
Florida municipal corporation; City of South Miami, a Florida municipal corporation-,
Miami Shores Village, a Florida municipal corporation; City of Coral Gables, a Florida
municipal corporation, and the City of Miami, a Florida municipal corporation
(Collectively, the "Parties"),
09mim
ML-21maga •all#
an
Book28217/Page312 CFN#20120550022 Page I of 25
Book28217/Page314 CFN#20120550022 Page 3 of 22
serve as the counsel to the District. To the extent not paid by the Third Party
Administrator of the District (the "TPA"), all of the District's staff and attorney expenses
shall be borne by the Town of Cutler Bay. After the District has been operating for two
years, the Board may choose to hire different District staff and/or Attorney., If the Board
chooses to hire different District staff and/or Attorney, the Town of Cutler Bay will no
longer pay for the staff and/or attorney expenses to the eixtent they are not paid by the
TPA,
Section 9. Financing Agregmgnt. The Parties agree that the District shall
enter into afinancing agreement, pursuant to Section 163.08(8), Florida Statutes, with
property owner(s) who obtain financing through the District.
Section 10. Procurement. The Pa es, agree and understand that the initial
procurement for the TPA for the District was performed by the Town of Cutler Bay in
accordance with its adopted competitive procurement procedures (Request for Proposal
10-05). The Parties further agree and understand that the Town of Cutler Bay has
selected Ygrene Energy Fund, Florida, LLC (the "Ygrene") as the initial TPA. The Town
of' Cutler Bay, on the behalf of the District, has entered into an Agreement between the
Town of Cutler Bay and Ygrene, dated August 16, 2011. which was assigned to the
District.
MON- - --------
aTo finance qualifying improvements within the District boundaries;
b. In its own name to make and enter into contracts;
C, To employ agencies, employees, or consultants;
d, To acquire, construct, manage, maintain, or operate buildingsi, works, or
improvements;
e. To acquire, hold, or dispose of property;
fTo incur debts, liabilities, or obligations which do not constitute the debts,
liabilities, or obligations of any of the Parties to this Interlocal Agreement;
g, To adopt resolutions and policies prescribing the powers, duties, and
functions of the officers of the District, the conduct of the business of the
District, and the maintenance of records and documents of the District;
h. To maintain an office, at such place or places as it may designate withini,
the District or within the boundaries of a Party to this Interlocal Agreement;
To cooperate with or contract with other governmental agencies as rn
be necessary, convenient, incidental, or proper in connection with any
4 1
BIrk l<28217/Page315 CFN#20120550022 Page 4 of 22
M,
the powers, duties, or purposes authorized by Section 163.08, Florida
Statutes, and to accept funding from local and state agencies',
To exercise all powers necessary, convenient, incidental, or proper in
connection with any of the powers, duties, or purposes authorized in
Section 16 3.08, Florida Statutes; and
k. To apply for, request, receive and accept gifts, grants, or assistance funds
from any lawful source to support any activity authorized under this
Agreement.
.............
deemed publ�ic records, and shall be made available for audit, review or copying by a
Party to this Interlocal Agreement upon reasonable notice.
Section 13, IM. This Interlocall Agreement shall remain in full force and
effect from the date of its execution; provided, however, that any Party may terminate its
involvement in the District and its participation in this Interlocal Agreement upon ten (10)
M ays' written notice to the other Parties. Should a Party terminate its participation in this
Interlocal Agreement, be dissolved, abolished, or otherwise cease to exist, the District
and this Interlocal Agreement shall continue until such time as all remaining Parties
agree to terminate.
1*111"11161 ",*W-WIN111,11111
In W
jimoolu
� 141
9
look28217/Page316 CFN#20120550022 Page 5 of 2F
rM
to affect in any way the Parties' rights, privileges, and immunities, including the
monetary limitations of liability set forth therein, under the doctrine of "sovereign
immunity" and as set forth in Section 768.28 of the Florida Statutes.
Section 16. Ingernnfficatipp. The Parties agree that the TPA for the Distri
shall always indemnify and hold harmless the Parties and the District. The Parti
understand and acknowledge that the indemnification provisions included in Section I
"Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dat
August 16, 2011, which will be assigned to the District, extend to all of the members
the District. I
Section 17, Ngjige5. Any notices to be given hereunder shall be in writing and
shall be deemed to have been given if sent by hand delivery, recognized overnight
courier(such as Federal Express), or it must be given by written certified U.S. mail, with
return receipt requested, addressed to the Party for whom it is intended, at the place
specified, For the present, the Parties designate the following as the respective places
for notice purposes:
If to See AftachmetM
With a Copy to: See AftachmeiM
Section 18, Amendments. It is further agreed that no modification, amendme
or alteration in the terms or conditions herein shall be effective unless contained in
written document executed by the Parties hereto and the District. I
R
Book28217/Page317 CFN#201205500,22 Page 6 of 22
M-e—V,Te--rK-ff Tne Gircuit Court ot alia 7wade County, as required by Section 163.01 (11
Florida Statutes,
Section 20, Joint Effo . The preparation of this Interlocal Agreement has been
a joint effort of the Parties hereto and the resulting document shall not, solely as a
matter of judicial construction, be construed more severely against one of the Parties
than the other.
N
Book28217/Page318 CFN#2012055022 Page 7 of 22
Section 27, ELegtiyq Date, This Interlocal Agreement shall become effective
upon the execution by the Parties heireto and recordation in the public records of the
applicable county,
IN WITNESS WHEREOF, the Parties hereto have made and executed this
interlocal Agreement on this 2,t%y of 2012,
am
M
(Affix Town Seal)
Approved by Town Attorney
as to fonn and legal sufficiency
TOWN OF CUTLER BAY, a municipal
corporation of the State of Florida
BY:
To ajjW
go
Book28217/Page320 CFN#20120550022 .we 9 of 22
Section 16, tndemnification. The Parties agree that the TPA for the District
shall always indemnify and hold harmless the Parties and the District. The Parties
understand and acknowledge that the indemnificat�ion provisions included in Section I I
Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated
August 16 ' 2011, which will be assigned to the District, extend to all of the members of
thM District.
Section 17, Notices. Any notices to be given hereunder shall be in writing and
shall be deemed to have been given if sent by hand delivety, recognized overnight
courier (such as Federal Express), or it must be given by written certified U.S. mail, with
return receipt requested, addressed to the Party for whom it is intended, at the place
specified, For the present, the Parties designate the following as the respective Places
for notice purposes:
If to Cutler Bay: Town Manager
Town of Cutler Bay
10720 Caribbean Boulevard, Suite 105
Town of Cutler Bay, Florida 33189
With a Copy to: Weiss Serota Helfman
tstoriza Cale & Boniske, P.L.
2525 Ponce de Leon Boulevard
Suite 700
Coral Gables, Florida 33134
Section 18. _AmendmentS. it is further agreed that no modification, amendment
or alteration in the terms or conditions herein shall be effective unless contained in a
written document executed by the Parties hereto and the District.
Ri
Book28217/Page3,21 CFN#20120550022 Page 10 of 22
IN WITNESS WHEREOF, the Parties hereto have made and execrated this
Interlocal Agreerrw,gnta '" day Of K t _,2012.
PC TED
2005
A17EST: TOWN OF CUTLER BAY, a municipal
l
corporation of the State of Florida
I
Y. Y:
Town rk Town ager
Approved b • allll
as to formd legal sufficiency
A . _,...
ATTEST: VILLAGE OF PINECREST, a municipal
corporation of the State of F4w
✓�i�l� ;. �1Mrt:.
�a� yV� �,�� "Mrr r.w �I�I� Iwsilu Vuu� illuupl� �ll i �
Au. r 1� ,►wM ager
V I , a "
"Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated
August 16, 2011, which will be assigned to the Distdct, extend to all of the members of
the District.
Section 17. Ngliggs. Any notices to be given hereunder shall be in writing and
shall be deemed to have been given If sent by hand delivery, rewgnU*d overnight
courier (such as Federal Express)i, or it must be given by written certified U.S. mail, with
return receipt requested, addressed to the Party for whom it is intended, at the place
specified. For the present, the Parties designate the following as the respective places
for notice purposes:
If to Cutler Bay: Town Manager
Town of Cuter Bay
10720 Caribbean Boulevard, Suite 105
Town of Cutter Bay, Florida 33189
With a Copy to: Weiss Berate Helfman
Pastoriza Cole & Boniske, P.L,
2525 Ponce de Leon Boulevard
Suite 700
Coral Gables, Florida 33134
q; \k 4V-1 11 0+ e. %.�t C re s4t
12=t'14
eji%,* 4C res ,
Section 19. EfljW. It is agreed that this Intedocal Agreement shall be filed with
the Clerk of the Circuit Court of Miami -Dade County, as required by Section 163.01
Florida Statutes.
M
Book28217/Page323 CFN#20120550022 Page 12 of 22
IN WITNESS WHEREOr, the Parties hereto have made and executed this
Interlocal Agreement on t day of 2012.
�Ap
"'ORPORATED
2005
ATTEST:
0 0
BY:
To erk
(Affix Town Seg)
Approved by Town Attorney
as to form arid legal sufficiency
MIMI
Drporation of the State of Florida
BY:
To M
Town Attorney
(Affix To Sea])
Approved by City Attorney
9
MZIOM��
V � ;
Section 16, Indem!jLfiOjiM. The Parties agree that the TPA for the District
shall always indemnify and hold harmless the Parties and the Disthct. The Parties
understand and acknowledge that the indemnification provisions included in Section 11
"Indemnification" of the Agreement between the Town of Culler Bay and Ygrene, dated
August 16, 2011, which will be assigned to the District, extend to all of the members of
the District
Section 17. Notices, Any notices to be given hereunder shall be in writing and
shall be deemed to have been given if sent by hand delivery, recognized overnight
courier (such as Federal Express), or it must be given by written certified U.S. mail, with
return receipt requested, addressed to the Party for whom it is intended ' at the place
specified. For the present, the Parties designate the following as the respective places
for notice purposes:
If to Cutter Bay: To Manager
Town of Cutter Bay
10720 Caribbean Boulevard, Suite 105
Town of Cutler Bay, Florida 33189
With a Copy to: Weiss Senate Helfman
Pastoriza Cul e& Boniske. RL
2525 on de Leon Boulevard -
Suite 700
Coral Gables, Florift 33134
Section 18. A-mendments. It is further agreed that no modification, amendment
or alteration in the terms or conditions herein shall be effective unless contained in a
written docume!nt executed by the Parties hereto and the District.
9
Z11R1AFk28217/Page325 CFN#20120550022 Page 14 of 22
k..
r I��ul w"�����M➢Illlu'��
II ISI �i II
m
� ge 1tomey
�.
l� yt. wM Iy ..
Section 17. h[otices. Any notices to be given hereunder shall be in writing and
shall be deemed to have been given N sent by hand delivery, rewgnized overnight
courier (such as Federal Express), or it must be given by written cerfified U.S. mail, with
return receipt requested, addressed to the Party for whom it is intended, at the place
specified. For the present, the Parties designate the following as the respective places
for notice purposes:
If to Cutler Bay: Town Manager —
Town of Cutler Bay
10720 Caribbean Boulevard, Suite 105
Town of Cutler Bay, Florida 33189
With a Copy to: Weiss Serota Heffman
Pastoriza Cole & Boniske, P.L.
2525 Ponce de Leon Boulevard
Suite 700
Coral Gables, Florida 33134
Section 18. AM@_ndM@nN. It is further agreed that no Modification, amendment
or afteration in the terms or conditions herein shall be effeKtive unless contained in a
written document executed by the Parties hereto and the District.
Section 19. Eififfl. It is agreed that this Interlocal Agreement shall be filed with
the Clerk of the Circuit Court of Miami -Dade County, as required by Section 163.01 (11),
Florida Statutes.
Section 20. j2tLE§2q. The preparation of this Interlocal Agreement has been
2 joint effort of the Parties hereto and the resulting document shall not, solely as ,!,
1.1
Book28217/Page327 CFN#20120550022 Page 16 of 22
IN WITNESS WHEREOF, the Parties hereto have made and executed this Interloa
Agreement on this _3,0 day of J-4/1- 2012.
Al -TEST:
BY:A�&
Village Clerk
fiAffix Village Seal)
IS X
MIAMI SHORES VILLAGE, a muni6pal
corporation of the State of Florida,
BY:
Village Manager
iu#
Zook28217/IMM age328 CFN#20120550022 Page 17 of 22
Section 16, Indemnification. The Parties agree that the TPA for the District
shall always indemnify and hold harmless the Parties and the District. The Parties
"Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated
August 16, 2011, which will be assigned to the District, extend to all of the members of
the District.
Section 17. Notices, Any notices to be given hereunder shall be in writing and
shall be deemed to have been given if sent by hand delivery, recognized overnight
courier (such as Federal Express), or it must be given by written certified U.S. mail, with
return receipt requested, addressed to the Party for whom it is intended, at the place
specified. For the present, the Parties designate the following as the respective places
for notice purposes�
If to Cutler Bay: Town Manager
Town of Cutler Bay
10720 Caribbean Boulevard, Suite 105
Town of Cutler Bay, Florida 33189
With a Copy to.- Weiss Serota Helfman
P'astoriza Cole & Banise, P.L.
2525 Ponce de Leon Boulevard
Suite 700
Coral Gables, Florida 33134
With a Copy to: Richard Sarafan, Esquire
Genovese Joblove & Batista
100 S,E. Second Street, 40 Floor
Miami, FL 33131
Section18. Amendments. It is further agreed that no modification, amendment
M r afteration in the terms or conditions herein shall be effective unless contained in a
written document executed by the Parties hereto and the District.
M
jjl�lir�
IN WITNESS WHEREOF, the Parties hereto have made and executed this
Interiocal Agreementdayof 201Z
ATTEST:
BYr,
� I
(Affix City Seal)
Approved by City Attomey
as to form and legal sufficiency,
City Attorney
41
Book28217/Page330 CFN#20120550022 Page 19 of 22
alwaysSection 1:6. Indemnification. The Parties agree that the TPA for the District
shall d • d hold harmless the Parties and the District. The Parties
understand and acknowledge that the Indemnification provisions Included In Section I I
"Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated
August +r 2011,r • to the District, extend to all of •; of
e
Section 17. Notices. Any notices to be given hereunder shall be in writing and
shall be deemed to have been given If sent by hand delivery, recognized overnight
courier (such as Federal Express), or It must be given by written certified U.S. mail, with
return receipt requested, addressed to the Party for whom It is intended, at the place
specified. For the present, the Parties designate the following as the respective places
for notice purposes:
If to City of Miami: is Johnny Martinez
City Manager
City of Miami
3500 Pari AmeNc n Car.0
Miami, i, Florid 33133
With a Copy to: Jamie 0. iro
Office f the City Attorney
444 SW 2nd Avenue, Suite 952
Miami, mi, Florida33130
agreedSection 18. 6mendment . It Is further that no modification,amendment
or alteration In the terms or conditions herein shall be effective unless contained In a
written document executed by Parties hereto and the District.
W
Book28217/Page331 CFN#20120550022 Page 20 of 22
IN WITNESS WHEREOF the Parties hereto have made and executed this
Interlocal Agreement on this !��'�ay of 2012.
The City's execution of this Agreement is subject to Resolution 2012405, which establishes the
properties within Coral Gables that may participate in the District, A copy of the Rmlution is
attached hereto, and incorporated herein.
MUM
C1
BY,
ty Cler
X �'Owoscw'
CITY OF CORAL GABLES, a municipal
corporation of the State of Florida
00-
ity Manager
'City Att6mey
Approved by
&,s to form and legal sufficiency
City Attorney
9
OR BK 28217 PG 0333
L.AST PAGE
Section 16. Indemnification. The Parties agree that the TPA for the District
The Parties
shall always indemnify and hold harmless the Parties and the District.
understand and acknowledge that the indemnification provisions included in Section I I
"Indemnification" of the Agreement between the Town of Cutler Bay and Ygre,ne, dated,
August % 2011, which will be assigned to the District, extend to all of the members of
the District.
T A I NAN A I
W�re a Peoerai
return receipt requested, addressed to the Party for whom it is intended, at the place
specified. For the present, the Parties designate the following as the respective places
for notice purposes'.
If to Cutler Bay: Town Manager
Town of Cutler Bay
10720 Caribbean Boulevard, Suite 105
Town of Cutler Bay, Florida 33189
With a Copy to, Weiss Scrota Helfman
Pastoriza Cole & Boniske, P.L.
2525 Ponce de Leon Boulevard
Suite 700
Coral Gables, Florida 33134
If to Coral Gables City Manager
City of Coral Gables
405 Biltmore Way
Coral Gables, Florida 33134
With a Copy To: City Attorney
City of Coral Gables
405 Biltmore Way
Coral Gables, Florida 33134
Section 18.
,,_mendments. it is further agreed that ric'modification, amendment
or alteration in the terms or conditions herein shall be effective unless contained in a
written document executed by the, Parties hereto and the District.
9
Book28217/Page333 CFN#20120550022 Page 22 of 22
City of Delray Beach 100 N.W. 1st Avenue
Delray Beach, FL 33444
Legislation Text
File #: 17-360, 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 NO. 19-17 CREATING AN ADDITIONAL PROPERTY ASSESSMENT CLEAN
ENERGY (PACE) PROGRAM WITHIN THE CITY AND JOINING THE GREEN CORRIDOR
PROPERTY ASSESSMENT CLEAN ENERGY (PACE) DISTRICT AS A NON-VOTING MEMBER;
AUTHORIZING THE EXECUTION OF A NON-EXCLUSIVE MEMBERSHIP AGREEMENT WITH
THE GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY (PACE) DISTRICT
Recommended Action:
Motion to Approve Resolution No. 19-17 creating an additional Property Assessed Clean Energy
(PACE) Program within the City and joining the Green Corridor Property Assessment Clean Energy
(PACE) District as a non-voting member; authorizing the execution of a non-exclusive membership
agreement with the Green Corridor Property Assessment Clean Energy (PACE) District.
Background:
The Property Assessed Clean Energy (PACE) program in Delray Beach has been relatively dormant
since inception in 2012. In order to 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
and doors, solar energy panels, and roof improvements that address energy efficiency and/or wind
mitigation on homes and commercial buildings.
Resolution 19-17 authorizes the City to join the Green Corridor PACE District. The program is
currently administered by Ygrene Energy Fund, Florida LLC. Ygrene Energy's program originated in
Miami -Dade County and is expanding to multiple jurisdictions within Florida. They currently have the
largest number of PACE projects that have been completed in the State of Florida.
City of Delray Beach Page 1 of 2 Printed on 5/2/2017
pow[ lod by I ogiFfl ar nvl
File M 17-360, Version: 1
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
Timinq of Request:
Adopting these changes will help reenergize the Delray Beach PACE Program.
City of Delray Beach Page 2 of 2 Printed on 5/2/2017
pow[ lod by I ogiFfl ar nvl
MEMBERSHIP AGREEMENT BETWEEN THE
GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY (PACE) DISTRICT
AND THE CITY OF DELRAY BEACH
This Membership Agreement (the "Membership Agreement") is entered into this day
of , 2017, by and between the Green Corridor Property Assessment Clean Energy (PACE)
District, a public body corporate and politic (the "Green Corridor"), and the City of Delray
Beach, Florida, a municipality of the State of Florida (the "City of Delray Beach") (collectively,
the "Parties") for the purpose of providing a PACE program within the City's municipal
boundaries.
RECITALS
WHEREAS, on August 6, 2012, the Green Corridor was created as a separate legal
entity pursuant to Section 163.01(7), Florida Statutes, to finance qualifying improvements in
accordance with Section 163.08, Florida Statutes; and
WHEREAS, on , 2017, the City of Delray Beach adopted
Resolution 19-17 agreeing to join the Green Corridor as a non-voting member in order to finance
qualifying improvements in the City of Delray Beach in accordance with Section 163.08, Florida
Statutes; and
WHEREAS, the Parties have determined that entering into this Membership Agreement
is in the best interest and welfare of the property owners within the Green Corridor and the City
of Delray Beach.
NOW, THEREFORE, in consideration of the terms and conditions, promises and
covenants hereinafter set forth, the Parties agree as follows:
1. Recitals Incorporated. The above recitals are true and correct and incorporated
herein.
2. Purpose. The purpose of this Membership Agreement is to facilitate the financing
of qualifying improvements for property owners within the City of Delray Beach
in accordance with Section 163.08, Florida Statutes, by virtue of the City's
joining the Green Corridor as a non-voting member and utilizing the Green
Corridor's existing program (the "Program").
3. Qualifying Improvements. The City of Delray Beach shall allow the Green
Corridor to provide financing of qualifying improvements, as defined in Section
163.08, Florida Statutes, on properties within the City of Delray Beach.
4. Non -Exclusive. The Green Corridor Program is non-exclusive, meaning the City
of Delray Beach specifically reserves the right to join any other entity providing a
similar program under Section 163.08, Florida Statutes, or create its own program
under Section 163.08, Florida Statutes.
1
5. Program Guidelines: The Parties agree the City of Delray Beach has
implemented local program requirements for any PACE program to be offered in
the City of Delray Beach through the adoption of Ordinance No. 13-17; and this
ordinance sets forth the pricing rules, enforcement mechanisms and the minimum
reporting required of all PACE programs within the City of Delray Beach. The
Parties agree that if the City of Delray Beach's Ordinance No. 13-17 is repealed,
the Program to be offered in the City of Delray Beach will be wholly governed by
the Green Corridor's Program Guidelines. If the City of Delray Beach desires to
implement its own local program guidelines at a future date, it may do so upon
sixty (60) day's written notice to the Green Corridor. Any such local program
guidelines can be amended and changed only by the authorized designee of the
City of Delray Beach. These local program guidelines shall be consistent with the
Green Corridor's guidelines. The City of Delray Beach may adopt more
restrictive guidelines than that of the Green Corridor. However, if there is a
conflict between the Green Corridor's guidelines and the City of Delray Beach's
guidelines, the Green Corridor's guidelines shall control.
6. Boundaries. Pursuant to this Membership Agreement, the boundaries of the Green
Corridor shall include the legal boundaries of the City of Delray Beach, which
boundaries may be limited, expanded, or more specifically designated from time
to time by the City of Delray Beach by providing written notice to the Green
Corridor. As contemplated in the Interlocal Agreement (as defined in Section 8)
and as supplemented by this Membership Agreement, the Green Corridor will, on
a non-exclusive basis, levy voluntary non ad valorem special assessments on the
benefitted properties within the boundaries of the City of Delray Beach to help
finance the costs of qualifying improvements for those individual properties.
Those properties receiving financing for qualifying improvements shall be
assessed from time to time, in accordance with Section 163.08, Florida Statutes
and other applicable law. Notwithstanding termination of this Membership
Agreement or notice of a change in boundaries by the City of Delray Beach as
provided for above, those properties that have received financing for qualifying
improvements shall continue to be a part of the Green Corridor, until such time
that all outstanding debt has been satisfied.
7. Financing Agreement. The Parties agree that the Green Corridor may enter into a
financing agreement, pursuant to Section 163.08, Florida Statutes, with property
owner(s) within the City of Delray Beach who obtain financing through the Green
Corridor.
8. Amended and Restated Interlocal Agreement. The Parties agree that the City of
Delray Beach shall be subject to all terms, covenants, and conditions of the
Amended and Restated Interlocal Agreement recorded in the Official Records of
Miami -Dade County at Official Records Book 28217, Page 0312, which created
the Green Corridor (the "Interlocal Agreement"). In the event of any conflict
between the Interlocal Agreement and this Membership Agreement, this
Membership Agreement shall control the rights and obligations of the City of
Delray Beach.
2
9. Responsibilities of the Green Corridor; Indemnification. The Green Corridor
shall be solely responsible for all matters associated with origination, funding,
financing and administration of each of the Green Corridor's authorized non -ad
valorem assessments, including responding to any complaints or inquiries by
participants, tax certificate holders, lenders or others relating to the Program's
special assessments, the Program's financing agreements, the Program's
qualifying improvements, or any other aspect of the Program. The Parties
understand that indemnification of the Green Corridor members is provided for in
Section 16 of the Interlocal Agreement, and that such provisions shall apply to the
City of Delray Beach.
10. Agreements with Tax Collector, Property Appraiser and Municipalities. The
Green Corridor acknowledges that the City of Delray Beach has no authority to
bind the County Tax Collector and the County Property Appraiser, and the Green
Corridor will be required to enter into separate agreement(s) with the County Tax
Collector and/or the County Property Appraiser, which shall establish the fees (if
any) to be charged by the Tax Collector and Property Appraiser for the collection
or handling of the Program's special assessments.
11. Resale or Refinancing of a Property. The Green Corridor recognizes that some
lenders may require full repayment of the Program's special assessments upon
resale or refinancing of a property subject to the Program's special assessments.
The Green Corridor agrees to provide written disclosure of this matter to all City
of Delray Beach property owners that may utilize the Program.
12. Term. This Membership Agreement shall remain in full force and effect from the
date of its execution by both Parties. Any Party may terminate this Membership
Agreement upon ninety (90) days prior written notice.
13. Consent. This Membership Agreement and any required resolution or ordinance
of an individual Party shall be considered the City of Delray Beach's consent to
joining the Green Corridor and participation therein, as required by Section
163.08, Florida Statutes.
14. Voting Rights. The Parties agree that the City of Delray Beach shall be a non-
voting member of the Green Corridor for the term of this Membership
Agreement.
15. Notices. Any notices to be given hereunder shall be in writing and shall be
deemed to have been given if sent by hand delivery, recognized overnight courier
(such as Federal Express), or by written certified U.S. mail, with return receipt
requested, addressed to the Party for whom it is intended, at the place specified.
For the present, the Parties designate the following as the respective places for
notice purposes:
3
If to Green Corridor:
Paul Winkeljohn, Executive Director
Green Corridor
5385 Nob Hill Rd.
Sunrise, FL 33351
If to:
The City of Delray Beach
Attn: City Manager
100 NW First Avenue
Delray Beach, FL 33444-2612
With a Copy to:
The City of Delray Beach
Attn: City Attorney
200 NW First Avenue
Delray Beach, FL 33444
16. Amendments. It is further agreed that no modification, amendment or alteration
in the terms or conditions herein shall be effective unless contained in a written
document executed by the Parties hereto.
17. Joint Effort. The preparation of this Membership Agreement has been a joint
effort of the Parties hereto and the resulting document shall not, solely as a matter
of judicial construction, be construed more severely against one of the Parties
than the other.
18. Merger. This Membership Agreement incorporates and includes all prior
negotiations, correspondence, agreements, or understandings applicable to the
matters contained herein; and the Parties agree that there are no commitments,
agreements, or understandings concerning the subject matter of this Membership
Agreement that are not contained in this document. Accordingly, the Parties
agree that no deviation from the terms hereof shall be predicated upon any prior
representations or agreements, whether oral or written. It is further agreed that no
change, amendment, alteration, or modification in the terms and conditions
contained herein shall be effective unless contained in a written document,
executed with the same formality, and of equal dignity herewith by all Parties to
this Membership Agreement.
19. Assignment. The respective obligations of the Parties set forth in this
Membership Agreement shall not be assigned, in whole or in part, without the
written consent of the other Party hereto.
20. Records. The Parties shall each maintain their own respective records and
documents associated with this Membership Agreement in accordance with the
requirements for records retention set forth in Chapter 119, Florida Statutes.
11
21. No Third Party Beneficiaries. It is the intent and agreement of the Parties that this
Agreement is solely for the benefit of the Parties and no person not a party hereto
shall have any rights or privileges hereunder.
22. Severability. In the event a portion of this Membership Agreement is found by a
court of competent jurisdiction to be invalid, the remaining provisions shall
continue to be effective.
23. Venue. The exclusive venue of any legal or equitable action against the City of
Delray Beach that arises out of or relates to this Membership Agreement shall be
the appropriate state court in Miami -Dade County.
24. Effective Date. This Membership Agreement shall become effective upon the
execution by the Parties hereto.
[signature page follows]
IN WITNESS WHEREOF, the Parties hereto have made and executed this Membership
Agreement on this day of , 2017.
ATTEST:
District Secretary
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
Weiss Scrota Helfman Cole &
Bierman, P.L., District Attorney
ATTEST:
City Clerk
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
R. Max Lohman, City Attorney
GREEN CORRIDOR PROPERTY
ASSESSMENT CLEAN ENERGY
(PACE) DISTRICT
By:
Paul Winkeljohn, Executive Director
THE CITY OF DELRAY BEACH
in
Cary Glickstein, Mayor
[SIGNATURE PAGE TO MEMBERSHIP AGREEMENT]
31