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Home My WebLink AboutDocumentation_Regular_Tab 21_09/13/2012 VILLAGE CLERK'S OFFICE AGENDA ITEM TRANSMITTAL FORM Meeting Date: Meeting Type: Regular Ordinance #: 9/13/12 Consent Agenda: No Resolution #: 24-12 Originating Department: Attorney ' � ' • • • • - C - � • -�• Resolution 24-12, Expressing the Village Council's Support and Intention to Create within the Village, 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 Valorem Assessments on their Property Tax Bill � � Account #: Amount of this item: Current Budgeted Amount Available: Amount Remaining after item: Budget Transfer Required: � : .r;� : Appropriate Fund Balance. ':' �� _ � �. ' ' • ` •' .• • � • • .�- .-•-� • . Department Head Finance Director Reviewed for Financial ufficiency ❑ No Financial Impact ^ �� f Attorney: (for legal sufficiency) Village Manager: � R _M____„ _ Submit for Council Discussion: v Approve Item: ❑ Deny Item: � � • • - . . _. - - . -. .- - . .- - • - • • • ` • • ' • � • • . 4 ' - • ' Form Amended: 7/12/12 RESOLUTION NO. 2412 A RESOLUTION OF TI� VILLAGE COUNCIL OF TI� VILLAGE OF TEQUESTA, FLORIDA, EXPRESSING THE VILLAGE COUNCIL'S SUPPORT AND INTENTION TO CREATE WITHIN THE VILLAGE, THE "FLORIDA GREEN ENERGY WORKS PROGRA.M" A VOLUNTARY PROGRAM PROVIDING INTERESTED PROPERTY OWNERS WITH THE OPPORTUNITY TO FINANCE ENERGY EFFICIENCY IMPROVEMENTS ON THEIR PROPERTY BY REPAYMENT THROUGH NON-AD VALOREM ASSESSMENTS ON THEIR PROPERTY TA.X BILL; AUTHORIZING TI-� MAYOR OF TEQUESTA TO EXECUTE AN INTERLOCAL AGREEMENT WITH THE FLORIDA GREEN FINANCE AUTHORITY FOR ADMINISTRATIQN OF THE FLORIDA GREEN ENERGY WORKS PROGRAM IN THE VILLAGE OF TEQUESTA; PROVIDING AN EFFECTIVE DATE; AND FOR OTHER PUR.POSES. _ WHEREAS, home and business energy consumption accounts for a large portion of the overall usa�e of energy in a community; and WHEREAS, there is a vast quantity of e�sting 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 many buildings are in need of improvements to protect them against damage from storm events; and WHEREAS, installi.ng 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 Village and statewide; and WHEREAS, the upfront costs of these improvements are a hurdle to installing them and existing financing options may be insufficient for property owners to access cost-effective financing for energy-saving or wind-resistance property improvements due to requirements associated with traditional debt or equity financing options; and WHEREAS, the expected life of energy efficiency, renewable energy or wind resistance projects may require a longer term payback period than offered by traditional financing, which may necessita.te alternative options to fund installation of the 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 WHEREAS, the State of Florida has declared it the public policy of the State to develop energy management programs aimed at promoting energy conservation and protecting properties 1 from wind damage; and VVHEREAS, the financing provided to these participating property owners will be repaid though non-ad valorem assessments levied on their property t� bills and only those property owners who want to participate will be levied the assessments; and WHEREAS, the benefits af these energy fmancing 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 individiaally, or in parhiership 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, the Florida Green Finance Authority has been created as a special district to administer the Florida Green Energy Works program, and local governments are able to join the Authority via interlocal agreement in order to eliminate the costs and reduce the efforts to form an energy financing program individually; and WHEREAS, the Florida. Green Finance Authority has already created the fmancing, levy and collection process to implement the Florida Crreen Energy Works program through the local governxnent 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 Village of Tequesta 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 Mayor of Tequesta. to execute the Interlocal Agreement and thereby expand the Florida Green Finance Authority and the Florida Green Energy Works program into the Village of Tequesta. NOW, TI�REFORE, BE IT RESOLVED BY TI� VILLAGE COUNCIL OF TI� VILLAGE OF TEQUESTA, FLORIDA, THAT: Section l: The above declarations are true and accurate, and are incorpora.ted herein. Section 2: The Village of Tequesta, a municipal corporation, hereby authorizes participation in the Florida Green Fi.nance Authority to implement the Florida Green Energy Works program in the Village of Tequesta. Section 3: The Village Council hereby authorizes the Mayor of Tequesta to execute the Interlocal Agreement and thereby expand the Florida Green Finance Authority and the Florida Green Energy Works program into the Village of Tequesta. 2 Section 4: This Resolution sha11 take effect immediately upon adoption. PASSED AND ADOPTED this day of September, 2012. 3 McWilliams, Lori From: Keith Davis [Keith@corbettandwhite.com] Sent: Tuesday, August 28, 2012 3:24 PM To: McWilliams, Lori Cc: Couzzo, Michael; Telfrin, Debra Subject: FW: PACE Program Attachment°s: fgeworks-brochure2.0.pdf; FGFA Interlocal Agmt (w Exhibits).pdf; FLGFA Interlocal Agreement FORM F�chibit B.docx; fgeworks-contractortlyer-v4.pdf; flgeworks-greenbiz-cert- flyer-v1.pdf Lori: Attached is the PACE Program agenda item materials, along with an e-mail I sent to the Mayor and Council explaining it all. Note that the Word Document is the one that will need to be signed by the Mayor should Council approve and opt in to the program. Keith W. Davis, Esquire �t�a�ae��1� �� 1111 Hypoluxo Road, Suite 207 Lantana, Florida 33462 Tel: (561) 586-7116 Fax: (561) 586-9611 Email: keith(a�corbettandwhite.com Incoming e-mails are filtered which may delay receipt. This e-mail is personal to the named recipient(s) and may be privileged and confidential. If you are not the intended recipient, you received this in error. If so, any review, dissemination, or copying of this e-mail is prohibited. Please notify us immediately by e-mail and delete the original message. From: Keith Davis Sent: Tuesday, August 28, 2012 3:20 PM To: Tom Paterno (Bellsouth)'; 'Vince Arena'; 'Arena, Vince'; 'AbbyBrennan'; 'sokun@teq�.org ; 'fdambra@teq�.org' Cc: 'Gauzzo, Michael'; Telfri�, Debra' Subject: PACE Program Mayor and Council: Attached please find documentation that explains the PACE Program I mentioned to you a few months ago. This is the voluntary program that allows eligible businesses (and hopefully residences in the near future) to finance energy efficiency property improvements via a non- ad valorem assessment on their annual property tax bill. I have included a brochure from "Florida Green Energy Works" which explains the essentials of how the program operates. Florida Green Energy Works is the name of the PACE program that is operated by the "Florida Green Finance Authority.° The Florida Green Finance Authority is the entity with which the Village would join in order to make PACE available to the businesses located within the Village. It is a special district originally created by and between Lantana and Mangonia Park. As of today, West Palm Beach, Delray Beach and Boynton Beach have also joined, and Lake Worth is looking at the program as well. The Florida Green Finance Authority has already executed agreements with the county tax collecCor and properly appraiser to effectuate the mechanics of the program, eliminating the need for the Village to 1 really have to do anything beyond signing the interlocal agreement in order to make this program available to its businesses. I have also attached the interlocal agreement that created the Florida Green Finance Authority, and a signature page that the Village would execute in order to join. Finally, by way of additional information, I have attached marketing document that is designed for contractors to get them involved in the program, and that provides "green certification" for certain businesses that participate in the program at different levels. I would like to have this placed on the September Village Council agenda for your con5ideration and action. I know it seems like a lot of information, but the meat of it all is in the brochure from Florida Green Energy Works, as well as the interlocal agreement. Please call with questions or comments, and I will forward these materials to the Village Clerk for inclusion on the September Village Council agenda. If it is your desire, I can also arrange for a representative from the program to attend the council meeting to answer any questions at that time as well. Just let me know. Keith W. Davis, Esquire �oe�rrv��s�fe �% �d6 1 i 11 Hypoluzo Road, Suite 207 Lantana, Florida 33462 Tel: (561) 586-7116 Fag: (561) 586-9611 Email: keith(�a,corbettandwhite.com incoming e-maits are fiitered which may delay receipt. This e-mail is personal to the named recipient�s) and may be privileged and confidentfal. If you are not the intended recipient, you received this in error. If so, any review, dissemination, or copying of this e-mail is prohibited. Please notify us immediatety by e-mail and delete the original message. *** eSafe scanned this email for malicious content *** *** IMPORTANT: Do not open attachments from unrecognized senders *** 2 �. � , ._.,>„ ,�,.._�.� =:, - � , � FLORIDA ��a� GREEN CITY LOGO GreenEnergy � Works Finance Authority °`� �' �� '�' _ � , �<. Y � �,> � � � � �a Are you a contractor tvc�king t€� tap th+e Energy Efficiency or Renewable Energy Market? Want to offer your customers a"No Money Down" option? Let Florida Green Energy Works finance the power of Florida for you! The commercial market for energy efficiency retrofits is currently $80.3 billion and is expected to double by 2017.' Until now, the upfront costs of energy efficiency and renewable energy improvements have prevented most property owners from implementing the large-scale retrofits that the industry has promised. Backed by Wells Fargo, PNC, RBC Capital Markets and the $250 million specialty finance firm, Clean Fund, and created by interlocal agreement among Florida municipalities, the Florida Green Finance Authority has been formed to address the problem of large upfront costs by offering affordable financing for energy efficiency, renewable energy, water efficiency and wind resistance improvements. If you are a qualified energy auditor or contractor, act now to take part in this innovative public-private partnership! How Does the Program Work? Our property assessed clean energy (PACE) program provides upfront capital to property owners to invest in energy-efficiency, renewable energy, water conservation or wind-resistance improvements to their property. The property owner's participation is entirely voluntary. Property owners that utilize PACE financing repay the financed amount as a non-ad valorem assessment on their annual property taxes for the lifespan of the improvements, up to 20 years. FINANCING PROCESS Q Commercial property owner completes an initial program application Q Property owner obtains an energy (or water or wind-resistance) property review Q Florida Green Finance Authority approves the proposed installation Q Property owner obtains lender consent, secures financing and chooses contractor Q The financing agreement is signed and the retrofit is authorized Q The project is completed and funds are released to pay the contractor Q Property owner repays the financing through an assessment on the tax bill ' http://www.pikeresearch.cominewsroom/the-market-for-energy-efficiency-retrofits-in-commercial-buildings-will-nearly-double-by-2020-reaching-152-billion-worldwide FLORI DA F�orida GREEN CITY LOGO Green Energy � Works Finance Authority `: . .. = ;.. , . `.:r -�� .�..,:��a> , �.� ��r`�r;s°�`��t�` �� ,., �,.��'�`�� ,z�'� 3� x � : r _. ��- .a _ , � � ;,, e , : „ .- ,_ .. . . . � .s -�. .,. ,, x . � , . � . a �..� .,� � � .. -. . ��.�-,- .. - - . . . .. _. .. . ._.. Why should a ca�ntra+c�or participate in the Florida Green Energy Works program? NO COST MARKETING AND SALES OPPORTUNITIES • Our program is free to join. No contractor or referral fees! • Find potential customers through our free online platform. No paying for leads. OVERCOME THE COST OBJECTION • With our no money down financing program, there is no more waiting to install efficiency and renewable energy improvements. Projects can begin as soon as financing is approved. • Show your customers immediate savings on efficiency and renewable energy improvements. GAIN A COMPETITIVE EDGE • Florida Green Finance Authority enables your company to offer innovative PACE financing to your customers. • Set your company apart from the local competition. Only registered vendors can take part in the program. Examples of Financeable Measures Include: ENERGY EFFICIENCY �� '� ` � � � �4 � ` � �� v i�£ Windows, doors • Refrigeration • Lighting � �`� � E Insulation • Roofing • Pool pumps and heaters �- b.:,. ' ` �� :a�= �� r�-- � , RENEWABLE ENERGY �� ' � Y- V ��i. � , i�L •��i. �� Solar photovoltaic • Wind turbines � � — �` � WATER EFFICIENCY Irrigation systems s Restaurant equipment • Laundry systems WIND RESISTANCE Roof deck / bracing • Building envelope upgrades • High impact windows and doors Visit www.FloridaGreenEnergyWorks.com for a more detailed list of eligible measures. � =° '�� . <� � — t, �: .m...�sz „�._, v = , _� __ b.-.e_ ,.f, �v � ��_ . : .�_ , ,,,,_�.e. .,_.m� ._ ..._A,e'u __.,.-. -.,-�.,..�_> .:,,.. .�_� s x�-„� -.- w � .,__ FLORIDA F�orida GREEN CITY LOGO GreenEnergy � Works Finance Authority H w z �� :. �� ' .�f�*�3�" , �,�.<; . , ��:�'�� `��.r,:.s ;z§:�'�� .�s.. ,��=€ o ti �,� - : .�.., ama , � Questians/Answers _ • How do I sign up to become a registered vendor? I' I To sign up as a registered vendor, submit ! (i) completed vendor application form, (ii) signed vendor agreement, (iii) copies of licenses and (iv} evidence of insurance • I have a customer interested in financing through Florida Green Energy Works, how can I find out if they qualify? Commercial property owners interested in the Florida Green Energy Works program can apply for the program at www.floridagreenenergyworks.com/finance-program • Is my municipality a Florida Green Energy Works partner? The Florida Green Energy Works program is rapidly expanding throughout the state. To find out if your municipality is participating, please visit our website at www.floridagreenenergyworks.com • How do I get my community to participate in Florida Green Energy Works? Our program administrators are available to speak with any municipality, financial institution or business organization interested in Florida Green Energy Works. Please contact us at (855) 359-6757 or info@floridagreenenergyworks.com Contact Us Follow us on Twitter QFLGEWorks Find us on Facebook www.facebook.com/FLGEWorks Linkedln http://tinyurl.com/IinkedinFGEW For more information, please visit: www.FloridaGreenEnergyWorks.com }❑� � ! � ;� ' ' i� Florida Green Energy Works ' . � 3, (855) FL-WORKS ' �a . � �. wvorw. FloridaGreenEnergyWorks.com f M� � Y' '�� '3� . F 3�" .' "�' A 3 3 ,� , b.�Z' C� ' F � - +X t a.�� r ``�� r� ��i � t� .��6 �� tx� , " �kn �� €'�wE�r, �,�; �,� �.'cN�N�: � �i� k�,,. �rs'�: � G > � � :,a. �, �� +`��.. �.:� „ v , , ., . ... ,, . _.. 1 w ._' , . . . _ s ,' . .. ,. , . +,-,"i` �� or� a reen ner Financing the Power of Florida. A Florida Green Finance Authority PROGRAM www. FloridaGreen EnergyWor�cs.com The Florida Green Energy Works Program (the "Program") helps provide access to funding for Q communities to invest in energy- and cost-saving technologies and, in the process, create jobs and secure ourenergyindependence. How? Through our mufti-faceted program and financing options that attract investors and unleash the power of the financial markets. Q Easy To Opt In : Your community can quickly and easily opt in to our existing interlocal Program to immediately access the most comprehensive, cost-effective and prudent energy finance options available. � More Funding Options Property owners can save money on energy costs starting from day one by accessing minimal-upfront-cost property-assessed clean energy (PACE) and total-cost-solution PACE3PS"" financing options. 0 Broader, Deeper Capital Our "open-market" financing Program leverages the full power of the market to facilitate an investment in capital improvements in your community on buildings both large and small. Solutions For: �� Communities Busi Investors and Property Owners Interested Partners Why should a COMMUNITY join the Florida Green Energy Works? Our superior "open-markeY' financing Program features a muftitude of choices and financing altematives for property owners that provide broad and deep access to capital. The "open-markeY' platform is preferred by local and national capital providers. More financing for projects means more jobs in the community and a stronger local economy. The E�City Partners team dces all of the work designing, implementing and administering the program, saving the local govemment from having to irnest sign'rficant time and resources to provide this community benefit. Why would a PROPERTY OWNER want to access funding for a project? Simple: The projects we help to facilitate require little or no upftont investment and enable the property owner to begin saving money immediately on energy costs. In fact, participants in our Program save more money every y�r than it costs to pay for the improvements. Who else benefits? The immediate benefit is to the local construction industry in the form of "green colla�' jobs completing the property improvements. But the benefits extend from,there — communities benefit from improving property values and by realizing greenhouse gas emissions reduction;`goals. Investors benefd from.a competitive return on their long-term, secure investment. And the local econor�y as a whole improves,by pu4ting' more cash in people's pockets thatiivould otherwise`-be spent`on wa§Yetl energy costs. '',. �'-- ' What are the Florida Green Energy Works Program financing options? Q Our Program is designed to offer property owners multiple financing options. We believe that more choices are better for communities and customers, so we do not have a one-size-fits-all approach. We currently offer two primary options: PACE and PACE3PS"". Additionally, we can incorporate other financing strategies and alternatives, such as a community's existing revolving loan fund or a low-interest loan program through a community development financial institution (CDFI) for low-income communities. Additionally, we keep abreast of the newest financial program offerings available, such as Community Solar for financing innovative community-owned solar projects. What is PACE? We offer opt in ready access to our �� propeRy assessed Gean energy (PACE) program, which provides upfront capital to property owners to invest in �� energy-efficiency, renewable energy ' ' or wind-resistance improvements to � their property. The property owner's � � participation is entirely voluntary. ' ' ' ' Our program simply puts in place the � � security and repayment mechanism ' using a centuries-old tool of municipal � � � � government finance: the non-ad � valorem assessment. The Florida � � � � Legislature supplemented this authority � through passage of 163.08, Florida � �� Statutes, in 2010. � We partner with local governments •. •- • by designing, implementing and administering PACE programs that provide upfront capital for property improvements with the repayment collected through the property owner's • � property tax bill. By law, the total non- � ad valorem assessment costs paid over • • • ' time must be less than the aggregate • • savings on energy costs. If the property •• is sold, the repayment obligation stays • with the property and is assumed by �' ' the buyer — just like the obligation to • • pay taxes or utility bills stays with the �' • property. • . -� . PACE can serve essentially as a way � to pay future utility bills or insurance . costs — at today's prices. In this way, .. . � property owners can invest in property , improvements, helping them cut costs . •. starting day one and giving them a return on their investment over years iof � ,. � . savings. How does a property owner access funding? 0 Property owners that own property within a community that has opted into the Program can access funding by visiting our Program website at www.FloridaGreenEnergyWorks.com. There, the property owner will complete a web-based intake proflle that will help to quickly determine eligibility. Upon intake and confirmation of eligibility, our team will work with interested applicants through the process of identifying project and funding options, See Appendix A for a chart that details our "open-markeY' financing process. _. _ , �� f � r �Y � ` �,� � -. �,. � �" �.:�. :: �� I � � c�� ,o: a v � r How does the financing work? Is there a bond issuance? How is the interest rate determined? First, a bond issuance is not required. The Program's Typically, the interest rate is based on the 10-year (for "open-markeY' financing process allows for multiple equipment with a 10-year useful {ife) or 20-year (for financing options, which may include a public bond equipment with a 20-year or more useful life) U.S. issuance, a private bond placement or other financing Treasury Bond Rate plus a"yield spread premium° or arrangements between the Florida Green Finance "YSP". For example, if the U.S. Treasury Bond Rate Authority, property owners and investors. is 2.5% and the selected provider's YSP is 4%, the interest rate on the financing will be fixed at 6.5%. The interest rate on the financing is determined in Unlike other third party program aministators (TPAs), the "open-markeY' negotiation between the property EcoCity Partners does not charge any additional YSP, owner and any number of potential capital providers. nor is the Program burdened with expensive upfront In this way, the property owner can shop for the best legal fees and bond counsel retainer obligations. As rate and method of financing for the property owner's a resuft, more projects are economically viable, the particular circumstances. This process occurs financing itself is cheaper to access and a greater either on a project-by-project basis or in aggregated number of property owners can access the Program. transactions that leverage economies of scale. Is there a cost to the community for opting into Q the Florida Green Energy Works Program? It is free for a community to opt in to the program and the communiry could opt out at any time. If the community �� ' elected to opt out within the first two years, however, ' ' �''' it would be obligated to pay a modest opt out fee to •• •" •• '• reimburse the EcoCity Partners team for the legal and set- .•- •.•- up costs associated with bringing the community into the program. Alternatively, the community could pay the opt � out fee upfront at a discount and opt out at any time. . . . . - • • . � .. � • . -• . .• . . . Are there risks to the � ' � � � � ' community for opting in? • . - . . To the extent that there are risks, our approach is designed • •• to mitigate those risks to the communiry, to property . • . owners and to lenders. First, there is no direct risk to the .-. local governmenYs bond or credit rating — the financing is provided by private investors and is secured solely by . the property owner's repayment obligation. Second, the . . Program requires that property owners obtain the consent . of their senior mortgage holders before proceeding with a . • • project financing. The issue of lender consent has caused ..• residential PACE programs to be placed on hold pending -. . a resolution of a dispute beiween locat governments and PACE providers with the Federal Housing Finance Agency -. (FHFA) and the two govemment-sponsored enterprises (GSEs) it oversees, Fannie Mae and Freddie Mac, who collectively support over 90% of all new residential -•. . mortgages in the U.S. While lender consent is not -. . required by Florida law, we believe this is a more prudent • . approach, ensuring that disputes do not arise between property owners and their existing lenders. This approach . . also engages — not alienates — the community banks • -.. . and lenders who have already invested in projects in our .. - individual local communities for years. . . . - . .. How does a community get started? Q Our Program offers communities two choices: (1) immediate access to an opt in ready interlocal Program; or (2) create a new, customized program. The interlocal Program exists for communities that do not have extensive resources to set up a program or to hire and pay a third-party provider for the cost of doing so. The interlocal Program allows communities to "opt in" and immediately begin accessing its benefits. The EcoCity Partners team was hired by the Town of Lantana to design this Program with funds secured from the State of Florida through from the U.S. Department of Energy (U.S. DOE). The Program features access to a Florida statewide commercial PACE program, to PACE3PS/A, and to a voluntary green business certification program that is designed to support local Chambers of Commerce and engagement of the local business community. Accessing the Program is simple: a community need only pass a resolution agreeing to opt in to an Interlocal Agreement between them and other participating cities and counties. The EcoCity Partners team acts as the third party administrator of the Program and of the Florida Green Finance Authority that provides property owners with access to funding options. Of course, if a community has the resources, EcoCity Partners could also be contracted to design a custom program from the ground up. While this would not provide access to shared cost-savings or the economies of scale that come from a partnership with other communities, it would provide enhanced input into program design allowing for customized program offerings. See Appendix B for a chart detailing the Community Opt in & Implementation Process. . , - '� � " ''!'!� � '-`' ;' -_ �F , � � li' �x �, � �? � �. b�; ;, � , �. : � ; t . s � x� i t w �*��, t �,?t��g v:: . �,`.°,'.�: � �"� . „. � � x . . . .. . . .... .. .. . . _... . . . . ... .. ._ .. .. ...., . ... �.e��Y" �" �' '�'-. .,,,..... ... � Opting in to the Florida Green Finance Authority is easy: a community need only pass a resolution to become a parry to the interlocal agreement. � ' How do other providers' approaches differ? O What is the Program's value-add? There are three prlmary differences between our approach and those of other providers: Q ChOIC@: We offer more choices to property owners through our "open-markeY' financing Program. First, other providers may bring a limited "consortium" or "one-size-fits-all" approach to financing rather than an "open market" approach. What's the difference? A consortium approach gives a property owner limited financing and/or vendor options to choose from instead of a marketplace of options. This limits competition, which can harm the cost of the financing. It also limits the market of property owners who can access the program. For instance, what if the sole lender's underwriting criteria would only facilitate financing of large properties? If financing for smaller properties is viable, an open-market approach ensures that they will get access to capital. A limited consortium approach stifles competition and innovation; an open-market approach does just the opposite. Q COSt: Our cost structure is cheaperfor communities and property owners. Second, other providers may offer �Free" opt in programs to local governments � Program Costs Born By Property-Owner-Users but this opt in may come with other costs. Those costs may be in the form of contract exclusivity for a defined term that precludes opt out or it may be recouped f P�;� F�: sx in the form of hi her fees like "�UfISC�IG'�10� Originetlon fees ��urisdidion Cost Recovery Fee' P�� Fee: 2.5% plus pass- 9 � 1 �r s�oo ro� �y �� amg cost-recovery fees") to property owners. a°a ° � ° �� °9 `� P��-��9h ��9 ��' ��h dos�r�g cosffi• Requiring local property owners to use � specificvendors—whomaybenational �MpngFees 0.5%YSP �%admin.servi�fee vendors with no particular ties to the v�� c� v�� community — may also increase costs to s�oo.000 sa•oo� s3zs:+ property owners without achieving any fi�0�' (sevings of 51.744) benefit for local providers. As a result, �'� °"ef� communities should consider the fee a o0 0 o s+o,zas se,see financed: (savings of $528'I ) � structure in total when hiring a third party l C provider. Additionally, communities should — �� pay close attention to the types of fees The Florida Green Energy Works Program is 26°� cheaper in being charged. Are the fees charged as year 1 and 51% cheaper over the lifetime for property owners. a"Yield Spread Premium" ("YSP") on the financing or rather as an administrative fee on the total collected amount? A YSP is charged as part of the interest rate, which drives up the cost of the financing, potentially sign'rficantly, and may have a detrimental effect on which projects qualify for funding. Administrative fees, comparable to what the tax collector charges as a percentage of the collected amount, will almost always be preferred as a cheaper alternative. Q Prudent Approach We take a prudent approach that we have developed based on our team's combined �inancial, legal and municipal experience. Finally, as noted above, it is incorrect to say that certain programs pose zero risk to communities or property owners. Risks are present, but they can be mitigated with a prudent approach. The EcoCity Partners team has the broad mix of experience and expertise to ensure that these risks are addressed `and the discipline not to cut corners or prioritize profit pote,nfial over risk miiigation: The Florida Green Energy Works Program team 0 '� ¢CO Cl�y �� p�n¢rs.� EcoCity Partners, L3C leads the Florida Green Energy Works Program team. EcoCiry Partners is a Florida-based company that creates public-private sustainability solutions. The broader team is comprised of the following firms: �� DEMETE�R ERIN L . o�Y, P.A ��¢. ��a��r. ��t �a�sa��. � � Y . � � � �^ �' Gceen B�sines.s Bureau , Gr2en Buslness Cert�.cation �� w "'�E�4� Some of the Program's financial supporters: CLEAN�FUND � PNC . I RBCWpitalMarkets We also have a broader coalition of • . .• supporters and partners. You can find an up-to-date list on our • Florida Green Energy Works website at . www.FloridaGreenEnergyWorks.com • . Appendix A O � I 1 ,�. s <. i�' "� . 3 �,.?• � � '�; ° ` � C �O z �� Z � { � W i �� W.' '� p � } -� ( � : � �, � y .... , � i } > ; :�r' i ' .c"� � o J _ a�,� ,# "�; �,� �6�r� � � �� -� � a � r , � � �� g ' fl � ° '' .+ ' � � � �� e�. ��`�� '� b � � �d, �� a• � , � w g �� ;� � a � ' � � o . � '� & l B s a'� �e � V °� �� { � ��; a a � � � w � �r � i ;��: _ p � � � �� ,,u j �� h �� .. � o� o � Z :�' ��.� ' °�" a' � � L� � � - ^� � �+ _;�. $ `� � i V "¢ .,, . ' �r' . 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The Florida Green Energy Works Green Business Certification Program is a tool for businesses to learn how to save money while differentiating themselves from their competitors by demonstrating their commitment to improving the environment. The Program provides a step-by-step process for incorporating affordable green practices and technologies into your business. This Program is tailored to any sector, is easy to use, and delivers immediate and cost-effective resuks. What Are The Certification Levels? • Member: Initial enrollment and has not completed the prerequisites. • Aware: Has completed the basic level of prerequisites that have been determined to be key foundational elements of a successful green program. • Gold: Has completed all prerequisites and eamed 250 points. • Platinum: Has completed all prerequisites and eamed 400 points. How To Get Started? Signing up as a member is free. A Member is given online access to the Florida Green Energy Works Certification Platform and checks off initiatives online as appropriate. Each initiative is associated with a corresponding number of points based on three criteria: (1) Ease of Implementation; (2) Level of Investment; and (3) Environmental Impact. As a Member completes additional initiatives and eams points, they progress along the level of tiers and recognition. The sustainability platform is flexible and can allow for point increases on an annual basis to make sure that businesses can continue to expand their efforts and improve. We fundamentally believe that having a program that is tiered is dramatically more powerful than a binary yes/no rype of application program. Program Prerequisites To Reach "Aware": Building A Foundation For Success The following prerequisites (which are flexible) are required to reach the "Aware" Level of certification and are intended to form the foundation br successfully progressing towards higher levels of certification: • Display an Environmental Compliance Poster (included in your Welcome package) in a visible location where your employees and stakeholders will be reminded of environmental goals and activities to green your business. • Create and adopt a corporate environmental sustainability vision statement. • Conduct a kick-off meeting to review the GBB Assessment resufts and recommended initiatives and to watch the welcome video. • Put together a Green Team to serve as the initial supporters of greening your business as well as enlisting and informing all employees of key activities. • Complete the GBB Assessment to determine your current level of F�prluCl green activities, and get credft for things you are alreadydoing: Cjre� Ene��/ Works �� _� ��,� �, - • •. - • • �``? � - . - , • ' • � . How To Reach Higher Levels Of Certification? After initially filling out the assessment, a personalized Dashboard is generated for your business. This Dashboard provides your business with possible next steps, details about those next steps, and resources to help initiate the process. Among those resources is access to the Florida Green Energy Works Finance Program, which helps businesses in participating communities access financing for expensive projects or technologies like solar or more efficient air conditioning with little to no money down. Financing can help your business achieve higher levels of certification. As you complete new initiatives, your Certification Seal will continuously improve. How We Help You Promote Your Certification? The Florida Green Energy Works Certification Program helps businesses promote their certif'ication. For an annual fee of $75, �ch participating business receives and can use the following promotion tools: • Website Seal (Aware, Gold, Platinum) • Listing In the Florida Green Energy Works Green Business Directory • Online Achievemerrt page • Quick Response Code (QRC) G W rit G � G ee �� W�°� Works W rk s �� \� You Win; We All Win The Florida Green Energy Works Program will help you achieve: • Cost Savings: Green initiatives can help cut overhead costs. These overhead costs include water, waste and energy. Reduce them and your costs follow. • Customer 8� Client Respect: By becoming a Certified Green Business and marketing these efforts to your customers, you business demonstrates commitment. Research says that your clierrts and customers will get a residuai "good feeling° about themselves for supporting your green business. • Improved Local Environment: Certified Green Businesses demonstrate the value of triple bottom line — profit, people, and protecting the environment. For more information, visit us online at www. FloridaG reen EnergyWorks.com Florida Green Energy Works . INTERI,OCAL AGREENIENT BETWEEN THE FLORIDA GREEN FINAi\TCE AUTHORITY, THE TOWN OF LANTANA, AND THE TOVVN OF M��IGONIA PARK This Interlocal Agree.inent (the "Agreement") is �ntered into between the Town of Lantana, Florida a Florida municipal corporation ("Lantana") and the Town of Mangonia Park, Florida, a Flarida municipal corpoxation, ("Mangonia Park") (together tlie "Oriainating Parties")? and the F'lorida Green Finaiice Authority (the "Authority°'). REGITALS WHERE�S, 5ection 163.01, F.S. the �`Florida Interlocal eooperation Act of 19f4; � authorizes local government units t� enter inta interlocal agreements for tlieir mutual benefit; and �VHEREAS, tlie Lantana and Nlangonia Park desire to enter into this Interlocal A�reement in order to establish the Floi7da Green Finance Autliority as a niea�is of implementine and financing a qualifying iinprovements program for energy canservation and efficiency im�rovements, and to piovide additional services consistent with law; a��d ��IEREAS, Seetion 163.08 F.S., provides tl�at a l�cal govenu�ent inay fiziance "qualifying improvements,'' ineluding tlie type of inlprovements sougllt to be provided flirough this Agreement, via th� levy aiid collection of voluntary non-ad valor�m assessments on inipioved property; and ��VHERE�S, Sections 170:01 and 170?Dl, �.S. provide for sr.ipplemental and altert�ati��e nletliods of inaking locaI municipal improvements, inclu�iiig the type of "qualifying improv�ements° sc�ught to be provided by ttus Agreeinent; ai�d �'�rHEREAS, pursuant to �eciions 1b3.08, 170.01, and 170:20I, F.�. and this Agreement La�Itana has created a"qualifying iinprovemei�ts" program entitled "Florida Green Energy Warks�'; and `VI3EREAS, Section 163.01(7) F.5_, allows for the c�eation of a`'separate l�gal or adniinis#rative entity" to cari-�� out the pur�oses of an interlacal agreeinent for the mutuaI benefit of the �o�ernmental uuits and provide fox paities to the agreement to administer the a�reeinent; and `i�HEREAS, pursuant to Section 163.01(4), F.S. a public a�ency of this state may exercise jointly �vith any o�her puUlic agenep of the state, any power, privilege or autharity �vhich such agencies share in cammon and which ea.ch mi�ht e�ercise separately, and the Parties to this Agreement ha<<e legisIatiee authority over property �zithin their jurisdictional boundaries; and 1 «''HEREAS, Secti�n 166.021. F.S., authorizes Laiitai7a and any otl�er municipalities to exercise any po�Ver for municipal piuposes, eYCept ��vhen ex�ressly prolubited by law, and Section 125.01 F.S. �ants counties the po�i-er to can oii county government to the eatent not incoiisistent with �eneral or special law, and WHERE�S, S�ctioii 163.08, F.S., provides tliat property reh �vith energy-related "qualifying iinpro��ements" receiv�s a special benefit from reduced energy consumption, beilefits from thz reduced potentiai for ��ind damase and assists in the fulfillmeiit of the state's eiiergv and hurricane nliti�ation policies; and y �'4rHERE�S, the Lan�at�a and Mangonia Parlt have deter�nined that it is necessar�� a�zd appropriate to establish various obligations for fiiture cooperation Uetween Lantana, Mangonia Parl� tlte Authority and aII other members of the Authority related to the financing of qualifyin� impra�iements �vitllin tlie Autharity, and ��'HEREAS, Lantana shall adiniiiister tlus Interlocal �greement; and VVHEIiEAS, Lantana and �Iangonia Park have determined tliat it sha11 serve tlie public int�rest to enter into tlus Agreement ta innake the il�ast eff'icient use of their powers by enabling them to cao�ei:ate on a basis of mutual advantage to �rovide for the financir�g of qualifying im�rovements within the Authority, h'OVV, THEREFOIt�, in co�lsideration of the terms and cvnditio�ls, promises anrl covenants hereina$er set forth, ihe Origuiating Parties agree as follows: Sec#ion 1. Recitals Ineor�orated. The above recitals are true and correct and are hereby incor}�orat�� hereii�. Section 2. Pur�ose. Tlie �ur�ose of this Agreement is to provide the mast ecaYlomic and efficient means of imple�n�nting a financing progr�n for qualifying improvements on prop� owners' Iands tivithin the Authority's Sei Area and to provide additional services consistent �N stat� la«�. Section 3. Creation of the Authoi7tv. By exectrtion of this Interlocal Agreement there is hereby ereated, gursuant ta Seetian 163.01, F.S. and 5ectian I63.08, F.S., the Fiorida Green Fiiiance Authority ("the AutUority"), a separate legal e»tity and puUlic body with all of the pa��-ers and privileges as defined Iierein. Section �. Legal Authoriiy/Consent to Serve tihe Authoritv. The Authority shall have all tIie po��ers, privileges and authority as set forth below and as provided by Chapter I63, F.S., as necessary to aceomplish the purposes set foi�th in this Agreement. By resolution of the governin� bodies of t�ie Originating Parfies, all powers availaUle to th� Authorit�r iuider this .��reement and �eneral la�v, includin� bnt not limited to Gl�apters I�3 I70, 189 and 197, F.S. may be implem�nted by the �uthority within tlie Jurisdictional boundaries of tlte Originating parties. The Originating Pai°ties do hereby consent and agree to le�ry and collect vaIuntary non- ad valorein assessments on propertie5 eith�r iudividually or collectively as permitted by la�v, 2 tiviflun their respec�itie jw-isdictions ui accorda�ice with the puiposes of tlus Agreeinent aizd applicable law to be repaid to tlie Authority. The Originating Parties also delegate the pazver to levy and collect voluntaiy non-ad valarein assessinents on properties �vithul their jurisdictions as may Ue pern�itted by la�v. The Autl�ority shall nnt act, pro�ride its services or cond�ct its activities �i�itliiu any Party's jurisdietion without the etecution of this �lgreement. �ection 5, Definitions. a. "Authority Baard" sliall be the govenung body of il�e Autlloritv, comprised cf representatives from alI Parties as defined herem. b. "Florida Green Energy Works Pragram" is the qualifying itnproveinents program authorized by Section 163.08, F.S., de�reloped by ihe third party adminishator for La�itana and other Parties who eleet to participate. c. "Interlaeal Agreement" or "Agreement" is defined as this A�eement including any ainendments and supplements e�ecuteci in accardar�ce ��+ith tlie tenns herein. d. "Originating Parties" include tbe Florida local gavernments (as defined by 5ectivn 163.08, F.S,) that are the ori�i�ial signatories to this tlgreeinent. Thes� are tlle Towns of Lanta�za and Mangania Park. e. "Partici�ating Pra�er#y U`vner" is defined as a property owne� whose properiy is Iocated �vitlun the Service Area of the Autliority and has voluntarily acquired financing from the AutITOrity. f. "Parties" are any Florida local goven�ment (as defined by Seetion 163.08, F. 5.) having t�ie pow�er to enter into interlocal agrzements and tivhich may, subject to the provisions of this Agreernent, j�in in the ef�orts and activities provided for by tlus Agre�ment pursuaiit to Section 163.01, F.S. Az1y local go��ernment joining tliese efforts after the inirial execution af this A�eeinent shall b� known as a "Parry". To be a�'arty, a local governinent shall eYecute this Agreenlent g, °°Qualifying IniP� are as defined in Sec�ion 163.08, F.S, in addition to any other impro�etnents or services not uiconsistent with state law. h. "Service Ar_ea" shall mean tUe geographic area comprising all of the areas within the Florida Green Finance Authority as that area may be expa�ld�d or cont�•aeted in accaidance with the provisions of tlus Agreement and the laws of tlle State of Florida. Sectian 6. Repiesentation oii the Authoritv Boar_d. The Originating Parties, and alI subsequent Parties upan joining tlie Autliority through eXecuti0n of this � shall be iepiesented by a member of ihe Autharity Board as provided in Section 10 of tllis Agreement. Seetion 7. Authoxitv Baundaries and Service �ea The boi�ndaries of th� Authority shall be the legal boundaries of tlie local �overnments tliat are Parties to this Agreement. 'This is also tlie Authority's Service Area. Section 8, Role of the Authoritv. As contemplated in this Agreement, the Authority wi11 uniformly facilitate and assist the Originating Parties and all subsequent Parties with any necessary actions to levy and collect voluntary non-ad valorem assessTnents, or other legally authorized form of collectiou, on th� benefitted properties �vithin the �uthority's Serviee Area to secure the repayment of casts of qualifving improvements for those individual properties 3 partici�ating in the Florida Gr Energy Works Program, Upoii a�proval by tlie Authority of an application b}r a lando��ner d�su�iug to benefit their propert}�, tliose properties receiving fivaneing for Qualifying Improvements skall be assessed froin tune ta tim�, in accordance witli the applicaUle la�v and/or financing documeilts. Nofiuid�standing a local �overiunent°s terminatio�l of pa►�ticipation �vithin this Agreement, tlrose properties that have received financing for Qualifyi�� Improvements sliall continue to be a p�rt of tl�e Autharity, unril such time that alI outstanding debt lias been satisfied .and the special assessments shall eontinue to be levied until �aid in full for the applicablz benefitted property, S�cfion 9. Po«ers of the Autlioritv. The Authority shall exercise any or all of the po«rers grar�ted tuider Sections 163.01, and 163.08, F.S., as ��ell as po4vers, privileges or authorities �vluch each local government migirt eYercise separately, as may l�e ainended fran� time to time, ��hich include, ��vithoirt limitation, the follou�ing: a. To finai�ce qualifying improvements �vithin the Authority Service Area and to facilitate additional improvements or services eonsistent with la��; inclu�ing, but not linuted to, acc�uiring, constructing. maiiaging, inaintaining or operatiiig buildings, �vorks or iniprovements; b. To inake and eiiter uito coritracts in its own naine: c. To enter into any int�rlo�al aereement as necessary to eYercise powers conferred by la�v; d. To appoint comrriittees to assist �v impleinentation of tlus Agreement; e. To em�lo3� agencies, em�loyee�, or constiItants; f. To acquire, hold, lease or dispose of real or personal properi� ; g. To borro�v money, incur d�bts, liabilities. or obli�ations ti�luch shall not con�tittite the deUts, liabiIities, vr ohligations af the Qriginating Partie� or any of the Parties to this Agreement; h. To levy and collect assessnients, or assist in th_e levy and collection of assessments either as the Authority or on behalf of an Originating Party or subsequ�nt Party as pennitted by Iaiv; i. To adopt resolutions and polieies prescribing the gawers, duties, and functions of tli� officers af the Aut.hority, the conduct of i11e busines� of the Au�liarity, and the inaintenance of recards and d�euments of the Authority; j. To maiiltain a�i a�ce at �uch plaee or plac-es as it may designate �vithu� ih� Serviee Aiea of th� Audiority or within the baundaries of an Oi��inating Parry or a subsequent Party; k. To cooperate �vith or contract with otlier goveriuneutal ageneies as may be necessar��, canvenient, incidental, or proper in connectian witli any of the pouvers duries, or purposes authorized bi� Se�tion 1b3.08, F.S., and to accept funding froin local and state agencies, �. To eaercise all po��vers necessary, convenient. incidental, or proper in connection ��7th any of the powers, duties, ar pur�oses autliorized in Section 163.08, F. S.; m. To create and adopt any and aII necessary operating procedures, policies, nianuals or byla«s; n. To inaintain iirsurance as the Authority deems appropriate; o. To appl�j far. requzst, receive and accept �ifts, grants, or assistance funds from any lawfuI source to support any activiry auth`orized under this Ag�eenient and � p. To exercise any po��ers or duties necessary to add�ess carbon or reiiewable energy credits, �r any other suiular comn�odity that may coine inta e�istence, for the public benefits of tli� prog�•am. Section 10. Authoritv Board. The �uthority sliall be governed by a seveii (7) �iienzber Board of Directors which sliall iuclude one Director appointed by the goveriiing body of each Orignlating Party plt�s fit�e (S) additional Dirzctors. To assure geographical representatior► across the State, tlie Authority se�ks to appoint one (1) Director fioiil fhe boundaries of each of tl�e fi�fe (5) ��ater management disti�ct� as defined in Chapter 373, F:S. Only Parties, throlrgh their �overning bodies, niay appoint representatives to seive as an Authority Board Director. Originating Party representatives serve an initial four (�) year term commencing upon execution of this Agreeineilt, and subsequent iei7ns as further set forth in subparagraphs a. and b, of tYus szction. The reinainine five (�) Directors �vill each be appointed by the governing body of the first Party from each requisite �t�ater management district boutldary area that joins �lie Authoiity tIirougli eYecution of this Ab eement and that desires to seive as a Director: Upoii �xectitiou of tlus A�reement by such a Party, the terin of its appointed Director shall commence for an initial ternl of three (�) years, and subsequ�iit ternis as further set forth ii� subpaiagraphs a. and b. of this section. Thereafter, aily Party n�ay subn7it one nominee ta serve as an Authority Boa�•d Director for a�ly given term. a, Prior to the �ppointnient t�f the full Authority Board as set forth above, anci for pui��ses of tlie first organizational meeting(s) tIie Authorify $oard shall bz comprised of representati��es appointed by the goveniing bodies of the tu%o (2) Originatin� Partizs. Actions talcen in tlus interim period shall be by unanimous conseiit and �l�all be binding on th� Authoritv pursuant to the adoption of resolutions which do not require an ii�-person ineeting, but wluch must be ratified by a majority vote of tlie AUthority Board Directors in the next regularly scheduled ineetin�. r�ll actions enumerated in paragraph c. of tlus seetion as well as any other actions nec�ssary to initiate the operarion of the Authority may be taken duruig tl�is interim period. b. Th� Town iVla�lage.r of Lanta�3a, or ciesigi�e�, sh�ll serve as the Cl�air of the Authority Board for the initial four (4) year term. The Mangonia Park repre�entative sliall serve as Vice Cliair of thz AutIiority Board for the initial four (�F) year term: Upon the conclusion of the initial tenus as set forth above, the Authority Boarcl shall a�lrivally select directors an� appoint its Gliair, Vice Ghair ancl S�eret�ry, each of �vhich shall then serve one (1) y°ear tenns. The appointment af Authority Board Directors at�d officei•s shall take place at the first regular Authority meeting of the }-ear. TI�e Cliair sliall preside at meetings of the Authority and shall be reco�nized as head di the Autharity for service c�f pro�es�, exeeution of contracfs and other docuinents as appro��ed by th� Authority. Th� Vice CIiair shall act as Ghair dt�ring the absence or disa6ility_ of th� Ghair. The Secretary sha11 keep all meeting ininutes and a record of all proceedings and acts of the Board Minutes shall be distribnterl to aIl Dir�ctors and Partie� in a reasonable tune period after the subj�ct meeting. c. Tl�e �ut�ority Board shall act as the govzmiu� body of the Authority and shall have, in addition to �11 other po��ers and duties described herein, tl�e following �Q�'GerS a11C� C�LitleS; J 1. To fix the time, aud deteiniii3e }�olicies and orders of business for ineetu�gs, the plaee or places at wluch its itleetin� shall be held, and as sei forth hereui, to call aiid liold special meetin�s as may be necessary. �. To make and pass policies, regulations, resolutions and orders not inconsistent witli the Constitution of the United States or of the State of Florida, or the provisions of this Agreement, as nlay be necessary for the governance and management of the affairs of the Autliorit�T, for the e;cecution of tlie po��vers, obligarions aud responsiUilities vested in �he Autlloril.y, and fox carrying into effect the provisions of tlus Agreement. 3. To adopt bylaws and rules of procedure, or ameizd those that rnay be initially adopted by the Originatin� Partie�. �. To fix the location of the principal place of busiuess of tlle �luthvrity and the location of all offices maintained theretmder. 5. To create any and all necessary offices in addition to Chair, Vice-Ghair and �ecretary; to estal�lish the po��ers, duties a�id compensation of alI employees or coiitractors; and to reguire and fix the aniaunt o� all ilon-ad valorem assessnients and/or fees necessary to operate the Florida Green Energy Works Program. 6, To select and employ such ernployezs and executive officers as the Autho�it�� Board deeins iiecessar�J or desirable, and to set their con�pensatian and duties. 7. To employ or hire such attame�Ts as it deems appi•opriate to provide legal advice andlor legal ser�iees to the Authoriry, and to employ �id hire such ot�er consulfants as it deeans appropriate tlu any piocedure not inconsiste.nt with lativ. $. A� applicabl� 2aid available, nothing herein shall limit flie Autlioritys ability to pursue actioils or remedies pursuant to Chapter 120, F.S, tl. �iy Director ma� resi�;n from service upon proyiding written notice pursuant to Section 27 of tUis Agreement, to the Authority Board 5ecretary. Sucli notice shal] state the dat� said resignatian slzall take efFect. r�ny Director who i°esigns shall ve replaced in the sa�ne manner that the resigiliii� Director was selected. Any ��si�ning Ilueetor Shall iininediately turn �ver �ncl deliver to tli� Autl�ority Bt�ard SecretarY al1 reeords, books, documeilts or other property in their possession or under thei� control which beIongs to the Auth�rity. Directors are encouraged to prav a mixrit�ium of 30 da��s notiee so tliat a�uccessor c� be properly appointed; however, any Director ��hv must resign immediately upon extei�uating circumstances sha11 be suceeeded by an iiiterim Directar by majority vote of the Authority Board uriti] sueh time as a permanent successor can be seated. e. Any Authority Board I7irector who is absent far three (3) eonsecutive Authouty Board meetings, unless otherwi5e eYCUSed by the Chair, shall be deeined to ha��e resi�ned from the AUthority $aard. f. Authoiiry Board Directors sliall serve without comper►sation for the first year after ihe establislun�nt c�f the Authority pursuant ta tlxis A�reement. Thereafter, Authority Board Director compensation may be set by a unanimous vote of the Directors of tl�e Au�harity Board in a manner and at such arnounts as is eonsistent 6 �vitli applicable la�v. Travel expenses for Authority Board Directars sha11 be reiinbursed as permitted by Florida law. Sectian 11. Meetin�s of the Autlioritv Board. a. Withui thirtv (30) caleudar days of the ereation of the Authority or sooner if feasible, the Origiilating Parties shall hold an organizational meeting to elect officers and perfoxm other du�ies as required untier this Agre-ement. b. Prio� to the. begiruiing of each fiscal year (Oetnl�er 1), on a date, place and time as determined by �hz Authority Board; there shall be an Anmial Meeting of the �uthoi�ty. TIZe annual statein�nts shall be presented, and any other such matter as the t�uthority Board deems appropriate nZay be considered. c. Tlie Authority Board s1�a111ia��e regulaz, noticed, quarterly meetvigs at sucli times and glaces as the Attthority Board may designate or prescribe. In addi#ion, special �neetings inay be �alled froin fime to time; by the Authority Board Chair, or by a majority vote of the Authority Board. A minimum af 2� hours natice to the puUlic aud all Authority Board Directars shall be given for any special nieetin�s.. ci. In the absence of specific rules of procedure adopted by tlie r�uthority Board for tlie conduct or its meetings, the fundamental principles of parliamentary procedure shall l�e relied upon for the orderly conduct of all Authority Board ni�etin�s. Section 12. Decisions of the Authoritv Board. A quorunl af the Authority Board shall be required to be pr�sent at a�ry meeting iu order for official action to l�e tak�n �y t��e Board. A majority of all Autliarity Board I)ireetors shall constitute a quarum. It is the desire and intent r�f this Agreement that decisions rnade by the Authority Board shall be by co��sensus of th� Board. However, if a consensus is �iot achievatle in any particular instance, then a niajority �ote of the quorunZ of the Autharity Baard sh�ll b� required to adapt any me�sure or approve any action, linless other�vis� provided hereiu. Seetionl3. AuthoritvStafFandl�ttornev� a, The Authari�y's administrative functions shall be carried out by Lanta�a and its consuItants, and shall ii�clude all duties necessaiy for the eonduct of the Authority's busiiYess and tlie exercise of the powers of th.� Autl�ority as providerl in Section 163.01 and Section 163.Q8, F'.S. b. Tlie la�� firm tliat serues as the Generai Counsel for Lantana sha1T also serve a� the General Counsel to the Autliority. After the Autl��rity lias been operatiug for four (�) ye�rs, tlie AutI�ority niay opt to hue different �utllority staff and/ar general eounsel. Section 1�. �utharizect Official. T`he Autharity Board Chair �hall serve as the local official or designee who is authorized to enter into a finaiicing aereemeitt, pursuant to 5ection 163.08(8), F:S., wit�i property otivner(s) tivho obtain fina�icing througli the Authority. Section 1�. Subseauent Parties. Recog�izing the benefit that the forrnation of the r�utl�ority ��ill provide to all Florida local go��eminents, the Originating Parties ta this Agreement support and encaurage tlie participation of subsequent Parties as conteinplated here�. 7 Section 16. Fuildin� the Iiutial Pro�ram. Funding for tl�e Authority shall iuitially lae froll� grant fiinds or other funds acq�tired by the Oi�jinatin� Parties and/or subsequeiit Parti�s. For the nutial establislunent of the ALithority, contributions can be made to the Authorit�� as ��r�nitted b}� law. Section 17. Debts of the Authoritv are Not Obli�ations of anv Parties. Pursuant to Section 163.OI(7), F.S, the Authority may �xercise all polvzrs in eonnection with the authorizatioti, issuance, and sale of bonds or otlier legally authorized mechanisms of finanee Ho�ue�-er, any debts, liabilities. or obligations of the Authority do not constitute debts, liabilities or obligations of die Origulating Parties or any subsec�ttetit Party to this Agreement. Section 18. Aiui�al BudPet �. Prior to the beginning of die AuthoritST's fiscal yeau, the Authority Boaxd will adopt an annual budget. Such budget shall be prepared ui the manner aild within the time �eriod required for the adoption of a tentative and Final budget for state gov eriunental ageneies pursuant to general la�v_ Tl�e Authority's annual budget shall contaii� an estimate of receipts by source and an itenu�ed estimation of expenditures anticipated to be incurr�d to meet tlie fuiancial needs and obIigations of the Authority. b. The adopted Budget shall be the operating and fiscal guide for the Authority far tlle ensuing Fiscal Year. c. TI�e Board may froin time to tinie aineild the Bud�et �t aii}� duly called regular or s�ecial meeting. Section 19. Reports. a. Financial reports: The Authority shall provide fuiancial re�orts in such fo��l and in su�h mann�r as prescribed }�u�-suant to this Agreement and Ghapter 218, F.S. Bot� qirai and annual financial reports of the Autliority shall I�e cornpleted in accordance ��ith benerally aecept�d �rovenuneilt Attditing StandarcIs by an indepeiident certified public accouiltant. At a minimu� the c�uarterly and am�ual reports s1��11 include a Ualance sheet, a statement of � expendittares and chaiiges in fund equiiy and combining statements prepared 'm accordance �uitl� generally acc�pted accounting princsple�. b. Operational reportss Th� Authority �oard sliall cause to be made at Ieast once ��ery year a coinpreliensive report of it5 operations i1YCluding all m�tters relafins t� fees, costs, projects financed azid status of alI funds and aecaunts. c. Audits: The Autlloriry sha11 be subject fio, and shall eause to b� couducted: (i� an independent budget audit aiid (ii) an independent finarieial and/oi performance audit �erfonned in accordance �vith generally accepted account�g practices and as applicable by state law. d, Re�orts to bc publie records: All reports; as �vell as supporting docuinentation sucl� as, but naf limited to, construction, fi�lancial, correspondenee, instruetions, memoranda, bid esti�nate sheets, proposal documentation, back charge docutnentation, cailceled checks, and ather related records produced and maintained by the Authority, its em�loyees and eoi�sultants shaIl be deemed 8 publac records pursuant to Chapter 119 F.S., and shall be inade available for audit, re��ie�v or capying by any person upon reasonable notice. Section 20. Bonds. The Authority Board is authorized ta provide, from time to tiine, for the issuance of bonds, or dlher legaily autliorized forn� of finance, to pay all or pait of the cost of qualifying iinproveineirts in accordance ��vith law. Section 21. Schedule of Rates and Fees a. Upon the creation of the Autliority as set forth in this A� the Authority Board shall establish a sehedule of rates, fees or other charges for the purpose of inaking the Autliority a seIf-sustaining district. Tliere shall not be any obfigation on d�e part of the Originating Parties or any sut►sequent Parties for financin� contributions. The Authority shall not Ue authorized to create or distribute a profit. Tlus shall not, ho�vever, �revent the Authority from establishing reserves for unanticipated expenses or for firture projects in keeping with sound, prudent and reasonable operation of the Program within industry standards or fiom f�ulFllin� any otller requirements iinposed by bond financings, other fuiaricial obligations or lai�. Nor shall this prevent tl�e Authorit}� froni incturing costs such as professional fees and other costs necessary to accomplish its purpose. The Authority Board shail fix the initial schedule of rates, fees or other charges for the� use ot and the services to operate tlie �`lorida Green Ener�y Works Program to b� �aid by each participating property o�vn�r coi�sisteut �vith Sectioii 163.0$(4), F.S. b. The Autlioi Board ntay revise the scheduIe of rates, fees or other charge� fr�in ti�iie to time; provided hotivever, that such rates, fees or charges shall be so fixed and revised so as to provide suins, ��%hich w other funds available for su�I� pur��ses, sliall be suffieier►t at aIl times to pay �he expenses of operatin� and maintaining tlie Flcarida Green Ener�y Warks Program. Tl�is shall include �ny required resetves for such �uiposes, tlie priucipal of aud interest an bonds, or Qther finaneiug method, as the same sYtalI become due, and to provide a margin of sa�'ety� over and above tlie total amaunt of any sucl� payments, and to cflmply fully �=idi any covenants contained in the proc�edings autharizing tlie issuauice of any b�iids or other obligations of the Authority. c. The rates, fees or other charges set pursuant to this seetion shall be just and equitable and iu�iform for users and, �vhere appropriat�, may be based upon the size and scope of tI�e financial obligation ut�dertaken by a Partici�a�inb Praperty O«�ne�•. All slteh �•ates, fees or charges shalI be applied in a nan-discretionary manner wi�h respect to the Participating Property Owner's geographical Iocation witi�in tlie Authorify's S�rvice Area. No rates, £ees or charg�s shall be fi�ed ar suUsequzntly arr�endecl under the foregoiiig provisions uutil after a public hear'sn� at �vhicIi all the poteiitial participants in the Program, and other interested persons, shall have an opportunity to be heard eonceming the propose� rates, fees or oiher charees. I�otice of such public hearing setting �orth the proposed sehedule or schedules of rates, fees or otlier charges shall be provided in aecordance ��itli GIlapter 163 and C1lapter 197, �.S. d. The Authority shall char�e and collect st�ch rates, fees or other eharges so fixed or revised, and such rates, fees and other charges shall not be subject to the 9 supervisioii or re�ulation b7 any otlier eonuilission, board, bureau ageiicy or other 13olitical su�division or agency of fhe county or state. e. In the eveiit tIiat any assessed fees, rates or ott charges for the seivices and financin� pra�%ided bv the Authority to Par Property O�avners shall not be paid as and ��hen due, aiiy unpaid Ualance tliereof, and aIl interest accruing tliereo�i, shall be a lieii on a.uy parcel �r property affeeted or im�roved theretiy. Pursuant to Section 16�.08(8}, F.S., sucli lien sliall constitute a lien of equa] diguty to county taxes and assessn�ents from the date af recordation, In the event that any such fee, rate or charge shall iiot be paid as aild ��ihen due and shall be in default for thirt5� (30) day�s or more, tlle unpaid balance fliereaf, and all interest accrued tliereon, together �vith attoiney's fees and costs, may bz recove�•ed by the Authority in a civil action and any si�ch lieu aiid accrued iiiterest may Ue foreclQSed and othen�vise enforced by tlie Authority by action Qr suit in equity as for the foreclasure of a mart�age on real �roperty. Section 2Z. Disbursements. DisUursements made nn behalf of tlie Authority shall be made by checks drawn on the accouuts of the Authoritv. 5ection 23. Procurem�nt: Pro�ram Implementation and Aduiinistration. The Autl�ority shall lie administered aiid operated by a Tlurd Paity Administratoi ("TPA") who shall be responsible for providing sei'vices ta tiie Authority for #he clesigi, implementation and adminis�raaon of the Flarida Green Energy Works Pragraui. T'he Origirtating Parties and alI subsequent Farties understand and ag�ee that fhe procur�ment for the initial TP�1 was performed by Lantana in accordance �vith its adopted �roeurement procedures. Pursuant to said procurement procedures "EcaCity Partners, L3C" l�as bPen hired as the TF�;. The "Flarida Green Energy Works Program Adini�ustration Services Agreement" bet�veen Lantana and EcoCity Partners L3C is attached �iereto as Exlubit 1 antl is liereby incorparated by reference. By exeeution of this A�reenleut, all parCies hereto agree that the initial �Ioricia Green �nergy Works Proer�n Adnunistration Services Agreeinent, as a�tzended, will be assigned by La�ltana to tl�e r�t�tl�arity and shall be executed �nd assumed by the Authorit}f. Seetaon 24. Tenn. fihis Interlocal Agreement shall remain in fiill force and e�'fec� from the date of its exeeution by tl�e Origi�iating Parti�s �intil such tu�le as there is unaninious agreement of the �uthority Board to dissolve the Authority. Notwithstanding tl�� foregoing, dissolution of the Authority cannot occur �nless and until any aild all outstanding vbligatious ar� repaid; provided, however, that any Party may terminate its involv�irrent and its partieipation in tlus Interlocal Agreement upon thirty (30) days' �v7itten notice to tl�e otlier Parties. ShouId a Party terminate its patrficipatian in tlus Interlocal A€�reement, be dissol�fed, abolished, or other�i�ise c�ase to exist, this Interlocal Agreenient sha11 coiitinue until �uch t�me as aII rernau�ing Parties agree to dissoI�e the Authority and all special assessments Ievied upon Pai�ici}�atiug Property O��ners properties have been paid in full. Section 23. Consent.- Thz execution of tlus Iitterlocai Agreement, as aut3lorized by �he government body of tlle Originating Parties and any subsequent Party s1Yal1 t�e considered the Pariies' consent to the ereatio�i of the Au�hority as required by Seetions Ib3.01 a.tZd 163.0$, F`.S. 10 Section �b. Lirnits of L.iabilitv. a. All of the privile�es and immunities from liabilit� and exemptions �ram law, ordina�ices a�id rules �vhich apply to municipalities and couuties of ilu5 state pursuant to Florida law shall equally apply to tlie Authority. Likewise, all of the privileges and iin�nunities from liabiliry; e�einptions froin laws, orclinances anti rules which apply to the activity of o�cers, age�ts, or e�ployees of counties and munieigalities of tlus state pursuant to F'lorida lativ shall equally apply to the officer5 agents or einployees of the :�uthority. b. The Originating Parties and all subsequent Parties to tliis Agreement shaU each be individually and sepa.rately liable and responsible far the actions of their own ofFicers, agents and employees in the perforniance of theii res�eetive obligations under this Agreement pursuairi to Chaptzrs 768 and 16�, F.S, and ai�y otlie� applicable law. The Parties may not he helcl jointly or se�rerally liable for the actions of officer or employees of the Authority or by any other action by ilie Authority or another niember of th� Authority and ihe Authority shall be solely liable for tlie acrions of its officers, einployees or agents to the extent of tl�e v�faiver of sover�ign itruiiunity or limitation on liabiIity provided by Chapter 76$, F.S. Except as may be otherwise �peeified herein, the Parties shall each individually defend any action or �rnceedin� hrough� against their respectiv� agzncy under this Agreement, and tliey shall be iiidividuaIly responsible for all of their respective costs, afton�eys' fees, expenses and liabilities inGUrred as a result of any such claiins, demands, suits, actions damages and causes of act�on, ineluding the investigation or the defense thereof, aud fror� and agains� any arders, ;jud�nients or decrees �vhich may be entered as a result therev£ The Parties shall eaeh uidividually maintaiii tluottghout the terni af this Agreemen� any aild all applicabl� insurance coverage rec�uired by Florida law for go�=ernmental entities. Sueh liaUility is subject to the provisions of law, including the li�nits included in Section 76828, F.S., ��rluch sets forth the partial vvai�er of sovereign uiunuiuty to tivl�icl� gove�-nuiental eiztities are subject_ It is ex�ressly understood #hat this provision sllall not be eonstrued a5 a �vaiver of any riglit or defense tbat tIie parties have under 5ection 768.?$, F,S. or any other statute. Seetion 27. Notices. Any notices to be �iven pursuant to this Interlocal A�e��nent sh�ll be in �vriting and shall be deemed to have been �iven if` sent by hand delivery, recogni�ed overnight courier (suc�i as Fedzral Express), or certified LJ.�. mail, return receipt renuestecl, addressed to the Party fc�r whom it is intended, at tlle place specified. The Originatin� Partie-s designate thz following as the respective pIaces far notice purpose-s: Lantana; Town Manager Town of Lantana �00 Greynolds Gucle Lantana. Florida 334fi� 11 With a Copy to: Corbett and White P_A_ 1 ll 1 Hy�pohl�o Raad, Suite 207 Lantu FL _33�62 A�m: I�eith ViT. Davis, Esq, Mangonia Par.k; Tot��n Mana�er To��n of Mangonia l�ark 175� East Tiffany Drive Mangonia Park, Florida 33�07 With a Copy t�: Corbett and �'��hite, P.A. 1111 Hypoluxo Road, Suite 207 Lantana, FL 3346? Attn. Keitll «. Davis, Esq. Section 28. Filin . It is a�•eed that this I�iterlocal �lgreement sllali be filed with the Clerk of the Gireuit Court of Palm Beach County, as required by Section 163_O1(I 1), F.S. Sectian 29. Joint Effort. Tl�e preparation of this Interlocal A�reement has been a joiiit effort of the Parties hereto and the resulting document shall nat, as a matter of judicial canstruction, be construed iiiore severely against any one party as compared to another. Seetion 30. B�ecution in �ounteipairts: This Interiqeal Agreement may be ex�cuted in counterparts whicIi shall be in ori�inal form all of �vhicli, collectiveIy, shall comprise the entire Interlocal �greement. Section 31, Mer�er. Amendment. `Tllis Agreeineut incoiporates and includes all prio�` ne�otiations, corresponcl�i�ce, agreenients or understandings appli�ahle to the maiters contained llerein; and t�ie Pas�ties agree tha� there are no corrunitments, agieements nr understanciings concerning the subjeet niatter o� this A�reement that are not contained in this doeument, Accordingly, tlie Pareies agree that �o deviation from the term� liereof shall be predicated upon any �riar representations or agreernents v�%liether oral or written. It is further agreed that no cliange, amendrnent, alteration or iuodification in the ternis aud conditions contained in this Interlocal Aareement shall be effective unless eontained in a vvritten d�cunient executed with the same fonnality and of equal digrrity here-witli by all Parties to this liiterlocal Agreement. Section 32. �ssi�nn7ent. TIZe respectiv� obligations of tl�e Parties set forth in this Interlocal Agreement shall not be assigned in whole or in part, without the written conseni of #lie other Parties hereto. Section 33. Records The Parties sllall eacli inaintain their o��n res�ective records and docuinents associate� with this I��terlocal Agreen�ent in accordance with the reqtYiremenfis for records retention set fortli i�i Florida law. 12 Sectian 3�. Gompliance witll Laws, Iu �he pei-formauce of this A�reeinent, the Parties llereta shaIl comply in all material respeets �uith all applical�ie federal and state la�vs anel regulations and all applicable county and municipal ordinances and re�ulations: Section 35. Govemine La�� and Venue. This Interlacal Agreeme�t shall be goverued, construed and controlled accarding ta the laws of the State of Florida. Venue for any claim, objection or dispute arising out of tl�e tenns of this Interlocal Agreement shaIl be �ro�er e�clusively in Palin Beach Gounty, Florida. Section 36. 5everabilitv. In tIie event a portion of this Interlocal Agreement is faund Uy a court of competeiit jttrisdic�ion to �e invalid� the remaiiiing piavisions sliall contintte to be effzctive to t11e extent possible. Seetion 37. r�ffective Date and Joinder bv Authoritv: This Interl�cal Ab eemeni shall become effective upon its exeeution by the Originating Parties. It is ab eed that, upon tlie forination c�f tl�e ALtthority, the Autliority shall thereafter joiri this Interlocal Agreenient and that the Authoritp slaall thereafter be deenied a Party to this Interlocal Agreement_ Section 38. No Third P-artv Ri�hts. No provision in this A�reement shall provide to aily person that is not a party to tlus Agreement any reinedy, claini, or cause af action, or create any tivrd-party beneficiar_y z•ights a�ainst any Party to this Agreeinent. Section 39. Access and Audits_ Palm Beacl� County has established the �ffice of Inspector General in �.rticle VIII of tlie �harter of Palm Beacl� Gounty. as may be ainended, �i�hich is autl�orized and einpo��ered t� review past, �resent and proposed county ar niunicipal contract5, transactions, aceounts and re�ards, Tlie Inspector GeneraI has th� power to subpaena �vitiiesses, adniuiister oaths aild requ�re tlle production of record� a�id audit. i�vestigate, monit�r, and inspeet the acti��ities of Palm Beach Coiu�ty, its offic�rs, agents, empIoyees, aiid lobbyists, as �yell as the activities of alI municipalitie5 in the county and their afficers, agents, ernployees, and lobl�yists, iii orde�' to ensure compliance �vif�i contraet reqt�irenients and detect corruption and fi•aud. Failure to cooperate tvith �iie Inspecto�� General or interfereiic� or in�peding any investigation sliall be in violation of Ghapter ?, Ai XIII of tlie Falm Beacll Couiitv Cvde of Ordinances. � [Remainder ofpage intentionally left blank.] I3 IN WITNESS WHEREOF, the Originating Parties hereto have made and executed tl�is Interlocal Agreement on this day of , 2012. ATTEST: Town of Lantana, a municipal corporation of the State of Florida BY: BY: To�vn Clerk Town Manager (Affix Town Seal) Approved by Town Attorney as to form and legal sufticiency Town Attorney ATTEST: Town of Mangonia Park, a municipal corporati�n of e tate of Florida BY:' f SY: � T Clei Wiliam . Albury, III, �1Kayor i 1 (Aff'ix eal) Approved by Town Attorney } ; as to form and legal suff ciency - � wn Attorney 14 FLORIDA GREEN ENERGY WORKS PROGR,AM ADMiNISTR,�TI�N SERYICES AGREEMENT {Addendum to Agreernent fnr 1mplementation of Grant #17477} THIS FLORIDA GREEN ENERGY WORKS PR�GRAM AD�VISTRATIQN SERVICES AGREEMENT ("Agreement"), dated as of �yu%�' 2 , 20i2, is entered into by a.nd between the Town of Lantana, Florida ("Town"), the Florida Grreen Finance Authvrity {"Authoriry"} and EcoCity Partners, L3C, a Vermont low-profit limiied liability compauy ("Adrninistrator"� {Town, Authority and Administrator are referred to herein callectively as the "Parties" and singly as a "Party"}. Backgroand A. Sectian 163.08, Florida Statutes (Supplementat Authoriiy for Improvements to Real Properly) (together with any amend�nents thereto, #he "PACE Act") provides authority to prnvide funding and fvaancing for certa.in energy-efficiency, renewable energy an.d wio.d resistan.t qualifying i.mpmvements and associated programs by local governments ("PACE Program"). B. The Tawn received a grant to implement a PACE Program witl�in fhe geagraphic bvundaries of the Tawn, and also to implement a certification pragram for bexsinesses located in the Town to identifiy anrl recag�nize businesses that advpt sustainable practices (collectiveIy, the «�, G Using funds provided through Grant Agreement #17477 (formerly knawn as Gran,t Agreement #ARS053) with the Florida Office of Energy (farmerly the Flarida Energy and C1imaCe Commissian}, the Town entered into an Agree�►ent w+th Administra�or nn July 26, 2011 which engaged Administrator to develop and implement an ef�cient, effective and voluntary Program. (the °`Existing Agreement"}. D_ As required by the Existing Agree�mer�t, the Town, together with other 1oeal gavernments, has fornned the Flarida Green Financ� Authority, an administrative entity formed pursuant ta an interlacal agreement as authorized by Ghapter 163 of the Florida Statutes ("Authority"), to serve as the vehicle for the Program within the geagraphic baundazies of all units af local governxn.ent that become parties to the Intergovernmen#a.l Agreement amang the Town and additional local governments (the `°Interlacal Agreement") (hereinafter tha efFective date nf the lnterlocal Agreement shall be referred to as the "Lauuch Date"). E. The Existing Agreement requires Arlrt��ini�trator to design a.nd implement a Program that would transitian into a stxstainable bu.siness model persisting after ARR.A �ant #uads were expended. an.d that will continue to incorporate other lacal governments wha express an interest ta "opt in" after the pr�gram is formed. The proposal laid out by Administrator in response to a Request for QuaIifications issued by the Town requires completion af an initi.al series of tasks to design and 'unplement the Program by April 30, 2012 or otherwise in support of fulfillment of #he Graut Agreement� The Existing Agreement does not, however, specify the scope of the responsibilities to be undertaken by Administrator vnce ihe design phase is eompleted_ F_ Naw that the initia.] design phase of the Program is nearing completion and after working together ta develop specific Pragram parameters and to take steps to est�ialish the Authori�Ey, Town and Adwinistratorwish ta amend the Existing Agreemerit i�n order #a fac:iliiate the �ransition. into a sustainable business madel. This amendment is intended to identify the souxce of revenue for aperating tlle Pro�ram after grant fiwds are expended and to more fully define the scope of the ser�ices to be proeided by the Administrator to the Autbarity for implementai�on and ongoing administration of the Program. This Agreement sha1l be appended to tlie Existing Agreement as ari addendum thereta, and in the event of any confliet between t�e terms hereof and the Existing Agreement, #he terms of thas Agreement shall prevail. G. The Town af Lantana wishes to assign the Existing Agreement, as arnended and restated herein, to the Authority and the Authoriiy wishes to assume the Agreement far implementation of �he Pro�ram. A�reemeu�t 1. Restatement: Assi ent This Agrsement shall become effecti�e upon execution hy the Town and the Administrator. It a�nends, restates and replaces the Existing Agreement in its entirety. The assignment of this Agreement by the Town to the Autharity, and assumption of the Agreement by the Authority from the Town, shall become effective upon e�ecutian by the Authority. 2. Term: Renewal. The tern� of this Agreement (the "Initiat Term"} shall be a period of five (5) years from the Launch Date. At the expiration of the Initial Term and any Renewal Tem�, the Agreement shall automatically be renewed far an. additional ftve (5} year periQd(s) (each, a"Renewai Term" and, together wi#h the Initial Term, the "Term") unless terminated earlier as provided ia Section 7_ 3. e � es. (a} Scope of Services. Administrator has been engaged to design, i.mplement a.nd administer the Program, aad Administrator shall perform the services described in Exhibit A atlached hereto and made a part hereof (the "Services"�. The Seivices shall be provided ta the Autharity for purposes of assisting the 1oca.l govenaments t�at axe parties to the interlocaJ Agreemeni {"Members"� with fin,ancing of qualifying improvements autharia_ed hy the PAC� Act (hereinafter "Qualifying Improvements" (b) Standards of Senrice. Wozk under this �greement sha11 }�e perfarmed only by competent personnel under the snpervision of Adrninistratar_ Administratar shall commit adequaxe resaurces to develop and implement and the Program and perfQrm the Services as required by this Agreernen�. Th� Administcator sha[i exercise the same degree of care, skill and diligence in the performance oF the Services as that ordinarily provided by an adminisirator under similar circumstan.ces. Work, equipm.ent or materials that do not canform to the requirements of this A�ment, ar tp the req;ureme�s of law, may be rejected by the Authaxity by vuritten notice to Admi.nistrator and in sueh easc shall bc re�lac�d promptly by Admin�istrator fo!lvwii.ig notice and explanatir�n uf appli�lole requirements from the Authority, unless Admini strAtvr provides a bona. fide obj ection to the rej ectian natice, (c) Additional Service Providers. �ldmin.istrator shall be permiited, in its sale discretion, to use and employ vendors, undera�riters, providers, consultants, advisors or counsel in lhr c�evelopment a.n.d admuustratioa of the Pragram or the provision of the Services. A current list of snbcoutractors is attaclaed as Exhibit B. Administ�ator shall be responsible for all work performed by any other parties engaged by Administrator rela.ted to Che Services. (d) Comnliance with aws: Binding Ag,reemen� The Administrator hereby warrants and represents that at all times durin.g the term of this Agreement it shall maintain in good sta.nding all required licenses, certificatians and permits required under federal, state and lvcal laws applicable to and necessary to perform the Ser�ices as an independent contractar. A.dministrator represents that it is authorized to do business in the State of Florida. The execution, delivery and performance of this Agreement by Administratar has been duly autharized, and this Agreement is binding en Administrator and enforceable against Administrator in accordance with its terms. Na consent of any other pe�san or entity to such execution, delivery aad perfarmance is required, {e) No Exclusive Fn�a�ement: Conflicts of Interest. Nothing in this Agreement shall prevent Administratnr frnm p�rfarming similar Services in other jimsdictions, either within or outside the State of Florida. So long as Admini�tor fulfills its abligations to pravide the Services, Administratar, its sub cansultants ar any ather provider, vendor, co�nsultar►t, underwriter, or third party used ar employed by Administcator, is gernutted, individually or callec�ively, t� advauce without eonflict any other PACE Program, or assi�t any ather PACE Program sponsor, and #hat there is and shall be nv obj ection by the Authority to such act�ons. The Admini�tra�r agrees that nerther it nor its sub consultants s�all represent any persons ar entities in any a�tion before the Authority, or before any Member of the Authority cancerning implementa.tion a� the Program. (fl Independ�nt Adn,;,,;Rt�tor. Administrator and a.ny agent vr employee of Administratnr shall be deemed at all #i.mes to be an i.n.dependern cvntractor and not an employe5e, pariner, ag�nt, joint venttue or principal of the Authority with respect to all of the acts and Services performed by and under the terms of this Agreement. Accardingly, neither Party shall have any authority to represent or bind the other. Administrator is wholly responsible for the manner in which it perfvrnas the Services and work requ.ired under this Agreemen� Neitlier Administrator nor any a�ent ar employee of Adminiscratar shall be ent�tled to pat�ticipate in any pIans, amangements vr dastcibutions by the Authority or any ofits Members pertaining to or in connectian with any retirem�nt, health or vther benefits the Authority or any of its MemUers may o�er their employees. Adrninictrator is liable far the acts and omissiQns of itself, i#s employees and agents. Any terms in this Agreem.ent referrin� to instructians from the Authority sha1l be construed as providing for direction on policy and the reseilts of Administrator's wvrk, but nat the means as to which such a resul# is obtained. The Authority does not reiain the right to control the means or method by which Ad.ministratar performs the Services. (g) Taxes. Administra.tor shail be responsible for all obligations and payments, whether imposed by federal, state or locallaw, includiag, but not limited to, FICA, irtcorne ia.x wilt�toldings, WICIIlf]�i�yIIiClll GUaIPCII:;d,11Q�, lILSLQ'dIlC� SII(� Ul�l�i 5lIilllai responsibilities a�ising from Admin:strator's business opera�ians_ 4. Responsibilit�es of Authorily. The Authority acknowledges that the Florida law a.utharizing PACE programs reserves authority and responsibility for establishing the prograrn and �xecating financing agre�merns with praperty owners to local govexnm.ent. Consequently, the Authority shall timely take #he folivwing actions: (aj Au#horize and adapt resolutions required ia implement the Pragram; (b) Approve dacuments authorizing the Ad.zninistrator to cammence legal proceedings on behalf of fihe Authority to validate Program related obligations an.d to engage counsel for the purpose; (c) Within a reasona.ble ti.me follawing submittal by Administrator, execute docum.ents required to implement the Pragram including, but not li.m.ited to, fmancing or other agreemen#s, obligati.ons or instruments; (d} Other actions reasonably required to be perfarmed by the Autharity ta facilitate the developrr�ent, implementation or activiti.es of the PACE Frogram. S_ Cam�ensation. (a) Pro ,g,ram Design. P'ar Services rela�n� ta tlic design nf the Program, the Administrator shall be paid in accardance with the Existing Agreement, except as follows. In addition to the cornpensation set forth in the Eac%stirig Agreement, Administrator shall be paid: (1) a separate payment of Thirtv-Two Thousand and No/ l QQ Dollazs for Program warkshaps; and {2) a separate pa.yment (or payments totaiing} �ne Hundred Tlaousand and Noi100 Dollars to be used for bond validation and �ra�ram administrative costs and e�,enses, All funds described in this paragraph 5(a) are provided by the Grant Agr��ment. As a condition to the receipt of each separate payment, the Administrator shall deliver to the 'Town a praposed budget, including legal, adrnin.istrative and workshop expenses, and shall submit invoices showing papment for work perfornzed arad �pex�ses incurrcd in such detail as the Town may reyuire. Paymenxs shall be made by check payable to "Eco�ity Par�ners, L3C." (b} t�ngoin�Pro�� Administration. For Ser�ices relating to the ongoing operation of the Program, and fox its performance her��der, Administrator shall be entitled ta i.mpose and coilect fees and charges in aecordance wi.th the schedule of fees described ia Schedule 3 to E�ibit A("Schednle of Fees"), which the Aut.honty a�d Administr�ttor map am�nd from time to time by mutual agreement to ensure the Pragram is priced to be competitive in the mazketplace and all expenses are paid far through Pragram operation. (c) Paym.ent Does Not I�n�ly Acce t� ancc_ The making of any payment by the Authority, or the receipt thereo�by Administrator, s�al1 n+ot reduce the liability nf Adminis�trator to replac� any work, equipment or materiats which do not contorm to the requirements of this Agreement, regardless of whether the unsatisfactary chatacter of such work, equi;nnent or rnater�als was apparent or reaso�ably detectable at the ti.me payment was made. (d� hdd't,. ;�,,a1 ��e providers. �dminis�.tor shall be solely responsible fnr all �yments tn any third party subconu�ctnrs, service p�ovid�rs nr sub aonsultants that are engaged by Adm.i.nistrator lo pertorm �.n.y of I.he 5ervices contemplaled by fhis Agreement. G. Indemnifica.Uon; Insur�.uce. (a) �d�nnifica.t�on. Administrator shall indemnify and hold ha.rmless the Authority, its officers agents and emplayees, an.d shall upan request defend them, from and agaimst any and a1l demands, ciaims, losses, suits, liabilities, caus�s af actian, judgment or damages, arising out of, related to, or in any way connected with Administratar's perfo�ance of this Agreement, including, but nat limited to, liabilities arising from contracts between the Administrator and third parties made pursuant to this Agreement. The indemnity abligations provided for 3.n this paragraph shall include reasonable attorneys' fees, but shall exclude any liability resulting from acts af, or failure to take action by, the Authority, its officers, agents and employees. The Autharity shall promp�ly notify the Ad�ainistratvr of any claim giving rise to a right to indemnity and shall fully cooperate with the Administrator in defense of such claims. Sa long as the Administrator has agreed that the Authority is entitled to indemnifica.tion, the Ad.minisixator shall ha.ve the right to contral the defense of the claim, iucluding, without limitation, the right to designate counsel and to sel�ct a single caunsel to jointly represent the interests of the Authority and the Administrator (wiless an actual present conflict would preclnde joint representation) and including the right to control all negotiations, litigation, arbitration, settlements, campromises, and appeals of the claim. "Ch.e Authority shall co4perate in defense of any claitns and may, but is not required to, retain at its cast additional separa#e counsel to patfiicipate in or monitor the defense of the claim by Administrator_ T�us Se�tion 6(a) shal] survive termination of this Agreemeni. (b) Insarance. Without in any was luaitiag Aciministtator's liability rn�rc��an ta Section 7(a} above, Administrator shall mairita.in in force, throughout the Term, insurance with the following coverages: i_ Worker's Compensation iusurauce in the a.mount required by law; ii Commercial General Liability Insurance with limits of not less tha.n $1 million per occurrence �ombined Sir�gle Limit for Bodily lnjury and Properky Damage, including Contractual Liability, PersQna.l Injury, Products and Campleted �pera.tions; iii. Cammercial Automobile Liability Insurauce with limits of not less than $1 million �r occurrencc Combined Single Limit for Boc�.ily Injury and Property Damage, including Owneri, Non-Owned and Hirsd auto coeerage, as applicable; and iv. Prafessional liability insurance with limits of not less than $1 millian per claim with respect ta negligent a.cts, errors or omissions in connection with prafessional services to be pravided under fhis Agreement. (c} Required Provisir�ns. Ali insurance r�quired un�ier this Agr��menl shall hc maintained with rcputablc campanics authori�cd to do busincss in the �tatc of Florid�t. The l.iability insurance required �ander this Section 6 shall (i) name the Autharity as an additional insured, (ii) provide that such �alicy is primary insurance to any ather insuraace available to the additianal insureds, with respect to any clai.ms arising out of this Agreement, and (iu} appiy separa.tely to each insured against whom a claim is made ar a suit is �rought. Upon request, Administrator sha11 deliver a certificaxe of insurance to the Authority coniirming the e�cistence of the insurance required by this Agreement. 7. Default; TernL�tian_ (a) Even.ts of Default Each of the fallawing shall constitute an event of default ("Event of Defanit") under this Agreement: i. Either Party fails or refuses to perfarm ar abserve any materiat term, eovenant or conditian contained in any section of this Agreement, and such failure continues for a period of thirly (30) days after receipt of written notice from the non-breaching Party, or such longer period as may be reaso;nabiy required for cure, provided the brea.ching Party commences tlie cure wit�in thirty (30) days and diligently pursu.es the cure until completion. u. Admuustrator (A) is generally not paying its debts as they become due, (B} files, ar cansents by answer oz atherrwnse to the fili.�g against it of, a petitian for relief ar reorgaui2ation or any other pe�ition in bankruptcy ar for liquidation or to take advantage of any banksuptcy, insolvency, or o�rher debtors' relief law of any jurisdictiQn, (C) makes an assignm�t for the benefit of creditors, or (D) cansents to the a�poia�ent of a custadian, receiver, trustee or other officer with similat powets vver Adminzstratur or any substautial part of Admini5trator's property. iii. A court or governmental authority enters an order (A) appointing a cus[odian, receiver, trustee or other officer with si.mi.lar powers with respec;t to Admi.nisi�ator or any substaniial part of Administrator's properiy, (B) canstituting an order for refief or approving a getition for relief or reorganization ar any other petition in bankruptcy Qr for liquidatian or to take advantage of any ba�zi�uptcy, insulvency, ar other debtars' relief law of any jurisdic#ion, or {C) ordering the d.issolution, windin.g-up or liquidation of l�d.ministrator. (l�} Remeciies for DefaulL Upon the c�urrence of any Event of De�auit, �ach Party shall be entitled to proceed at law ar i.n equity to enfarce their rights under this Agreement, including, without li.mitation, ta terminate this Agreement or to seek specific performance af all or any part of tiv.s Agreement. In. addition, following the occurrence of any Event of Default, the Authorit� shall have the option, but no obligation, to cure or cause to be cured any Event of I)�efault on behalf of Administrator. and in suo�. evant Admi.nis4�tar shall p�y to tlie Authority upc�n wricten dem�nci all cas� a,n� expenses inc:urred by the Au�hUri�y 9n e�'ecting �uch cure, with interest thereon from� tl�e date the expense is in.curred by the Authority at the ma��ixnum rate then pe�rnitted by law_ The Authority slzall have the right to o�fset from any amounts due �dministratar under this A�reement or any other Agreement between the Authority and the Administrator a11 d�.mages, losses, costs and e�enses incw�red by the Authority as a resr�t of the oc�urrence af arc Event of Default caused by Administrator. (c) Exercis Remedies. All remedies provided for in this Agreement may be exercis�d singly or in combination with any other remedy avai].able hereunder or under applicable law. The exercise of any remedy shall not be deemed a waiver of any other remedy. (d) Term�natiou foz Convenience. i. Effective Date. Follawing the In�ifial Term, either party may natify the other af its intent to terminate the Agreement for any reason by delivering written notice of termination no later than May 15 of any year during the Ternn. Tn such event, the Agreement will termi.nat� on Au�ust 15 of the year in which the termin�tion notice is defivered, at which d,ate AdininisEraaxor slaall cease proviciing the Services. In the event the A�tt�iority terminates the Ag�reement under the provisions nf this paragraph 6{b), Administrtra.tor shaIl be enti�led to conti.nue to offer the Services during the transition perivd so long as (i) Admizustrator does not approve any projects, completion of which will �tend. beyond the termination ciate; (ii) Administrator provides for ongoing management of assessments related to any projects comp�eted under Administrator's avspices; (iii) Administrator continues to pravide all of the Services in a professianal manner in accordance with the Agreement; (iv) Administrator continues to work in good faith with the Authority to provide ��n.00th ira�sition far either the tern�ina�ion of the pragram or h�ansfe� to another administrator_ ii. �Ternlina�ion �ee. ln the event of terminalion far canvenience by the Authority, Admi.nistra#or shall be enti#led. to a termination fee equal to thir�.y perr,�nt (30%) of the origin�ation fee which wouid have beex� received by Administratar pursuant to Schedule 3 to Exhibit A, had the Agreement not been terminated, for aIl PACE projects fimded through the Authority whicls (i) had campleted applications submitted to the Program prior to the terminati4n date, (ii) are closed within one (1) year after the termination dat�, and (iii} are identified by Administrator in writin.� no later than five (5) days after the tenninatinn date._ (e} Terminativn for Impossibilitv. In the e�ent that (i) conditions in U.S. financial markets, (ii) changes in PACE Iaw, or (iii) changes in the Au#hority's authority to provide assessment lien priority render the PACE Program infeasible, Administrator nnay suspend the PACE Program for a period of up to twelve (12} months. Should the Administrator determine at the co�clusion of the susgension p�rioci lhat c�ndilion� da not w�r�l resumpiion af the prr�gr�m Aclministratnr may requ�st from the Authority an extensian �f the PACE Yro�rani suspcnsien tor an additian�l six (6) months_ l�he Authority may at its option, grant the extens�ion or cancel the Agre�ment_ (� �Lights and Du�ies Upon Termination. Upon the expiration or earlier termination. of this Agreement pursu�nt to this Section, this Agreennent shall terminate and be nf na further force and effect, except for those provisions which eacpressly survive term.i.nation. Upon expiration or termi.nat�on, Administrator �hax1l transfer to the Auihority any records, data,, supplies and inventory produced or acquired in connection with this Agreement This subsectian sira� i survive the terminatian of the Agreement. 8_ Confidential Informatian: Ownershi� and Access to Records. (a) P%�rietarv or Confidential Information. Admini�trator ackuowl�dges that, in fihe performa.nce af the Se�vices or in cozrtemplation thereof, Administratar rnay have access to private or confidential infarmation which may be owned or cantrolled by t�e Authority, and that such inforrnation may contain proprietary or confidendal details, the disclasure of which ta third parties may be damaging to th.e Authority_ Administratar agrees that all im�fornaation disclosed by Authority to Administrator shall be held in canfidence and used only in perfornaauce ofthis Agreemen� Administrator shall exercise the same standard of care to protect such informa#i.on as a reasonablv prudent A�ministra�r would use to protect its own proprietaiy data. (b) Qwnership of lnformation. The parties acknowledge tliat all inven�ions, innovations, improvements, developments, methods, designs, analyses, drawings, reports aud all similar or relat�d information (wheiher patentable ar not) which are conceived, de�eloped or �nade by Admirustratar or Authority exclusively for the Program during the term af this Agreement are deemed to be witbi.n the public domain, and subsequently rna.y be used by eacb party without wa�rrarity of any kind. A.ny artworks, copy, posters, billboazds, photographs, videotapes, audiotapes, systems design.s, safiwaTe, reports, diagrams, surveys, blueprints, source codes ar any a�ther origimal works created by Admi.nistrator in connection with the Program shall not be deemed to be warks for hire. Notw�ithstandin.� the foregoing, tv the extent th.at auy components used in the Pragram are developed independently and licensed from thirti parties, including, without limitation, any softwaze, methods, inventions, pr�cesses, lagos, brands or dala, such components sha11 not beeome part of the public domain and the terms of the applicalale license shall prevail. Among ather things, the online sustainability tool for green business certification has been licensed froin Green Btxzeau, LLC and use of the service-mark PACE3PTM and any related trademarks or service mask5 have been lice�nsed from Derneter Power Group, Inc. (c) Pubiic Recnrds. All records, books, dacuments, maps, data, deliverables, papers and financial infarmation assaciated with the Program. to be admin�istered by Administrator {the "Records"} are public records and shall be available t� b� inspected and capied by thc Authority. In the event af public recard requests, all such requests shall be admir►istered and handled by the Authority as the custodian. The Authority, or its designce, shall, during the term ofthis Agreement and for a period of three (3) years from the date of tem�ijnation of t�is A�eeznent, have access to and #he right to exa,mine a.n.d audit any of the Records. After norice and reasonable opporrunity to cure, the Authority may cancel and ten�unat�e Lhis �ement for tcfusal by the Admiiustrator tn comply with the rcquireme,nts of Chapter 119, Florida �t.�.�.ules (Public Recorcls). 9. ' cetlaneous_ (a) Nondiscrimination. During the term of this Agreemen#� Aciministrator shall not dis ,'�+r�; ate against any of its employees or applicants for employment, if any, bec�use of their race, age, color, religion, sex, sexu�l orientation, national origin, marital status physical OT II10IltiS1 diSi1.171�1'Ly ar �liticai affiliation and Administrator shall abide b� all Federal and State laws regarding nandi.sc�imination. (b) I}isabilities. Adminictrator acknowledges that, pursuant to the Americans with Disabilities Act ("ADA") programs, services and other acti�ities provided by a gubliC entity to tiie public, whether directly or through an Admi.nistrator, mnst be accessible to the disabled public. Aciministrator shall pravide the Seivices in a manner tha.t complies with the ADA and any and all ather applicable federal, state and local disability rights laws. Administrator agrees not to discr�minate against disabied petsons in the provision of services, bene�its or activities provided under the Agreetnent and further agrees that auy violation of this prohibition on the part of thz Adminis�rator, zts employees, agents or assigns will constitute a material breach of this Agreement. (c) Entire A�reement: Amendment_ This Agreement, including the Exhibits hereto, contains the entire agreement of the Parties with respect to its subject xnatter and supersedes auy prior oral or written representaCians. No representations were made or relied upon by either Party, other than those tha# are expressly set forth herein_ Mo a.gent, employee, or o#her representative of either Pa.rty is empowered ta amenrl, chan�e, madify, suppiement, rescind, terminate ar discharge i�e terms of this Agreement, except by a written agreement executed by the Parties. (d) Bindi.n.g Effect; No Tvird Partv Beneficiaries. 'Fhis A� shall be bind'uag upon and inure to the benefit of the Partaes and theu respective heirs, successors and pe•rmitted assigns_ This Agreement shall nat canfer any rights or remedies upan any person other than the Parties and their respective successors and permitted assigns. (e) Non waiver. The oznission by either Parly at any time to enfarce any default or right reserved to it, or to r�uire performance of any of the terms, covenants c�r provisions hereof by the other Party at the time designated, shall not be a waiver of such default ar right ta which the Party is entitlec�, nar shall it in any way affect th.e right of the Party to enforce such pravisions therea$er. ( fl Severabilitv. If the application of any pravision of this Agreement ta any particular facts 4r circumstances is found by a conrt of competent jurisd.ictian to be invalid or unenforceable, then the validity oFdther pr4visions af this Agreement shall not be affectecl or impaitred tl�ereby, and s�ch provision shail be enforceai to tlze maximum ex#ent possible so as to effect the intent of the Parties. (g) �issig�nment_ Thc �ervices to be performed by Aclmiuistrator are personal in charac�er and n�ither this Agreement nor any of the duties ar obligations hereur�der may be aysi�ncd by �.hc+ Aclminiscra�ur; grovidnci, howev�r, lh�i lhiti ��iun �ht�ll nal prcahihil th� engagement of subcantractors or other third Farties to pertorm. any part nf the Services. The per£ormauce of the Services requires the cooperation and legal authonity af the Authority and aecordi�.gly the Agreement may nat be assigned by the Authority withnut the prior wriYten consent a£ I�dministrator. {h) Governi.ng Law; Venue: Jur[sdictiori This Agreement shall be consl,rued in accordance with aud governed by the laws df ihe State of Florida v�rifihout regard to conflicts af law principles. Each Party agrees to persanal jurisdiction in any action brought in any court, Federal or State, within the Caunty of Palm Beach, State of Florida having subject matter jurisdiction over the matters arising iander this Agreement_ Any suit, actian or proceeding arising out of or relating to this A�reement shall only be instituted in the County of Pa1m Beach, State af Florida Ea.eh Party waives any objection which it may have naw or herea.fter to the laying af the venue of sucia action or proceeding and irrevocably submits to the jurisd:iction of an.y such court in any such suit, aetion or proceeding. (i} Attnrney's Fees. In tlae event of any proceedings arising out of this Agreem�nt, the prevailing Pariy shall be entided ta recaver its reasan�ble attorney's fees and costs, ineluding the fees and expenses af any paralegals, law clerks aud legal assistants, and includ�ng fees and expenses chazged for representation at both the trial a.nd appellate levels. (j) � Trial. In the event of any litigation arising ont of tLis Agreem�nt, cach party hereby l�uowingly, irrevocably, volnntarily and intentionally waives its right to trial by jnry. (k} Limitation of Li.abiliiv. The obligations of the Authority shall be limited to the payment of the cumpensation �rovided in this Agreement, and caope�atian rec�.tired #a faeili#a.te the implementation of the Program. in no event sha1l a.ny Parry to #his Agreenaent sha1l have any ]iability for special, consequential, inciden#at or indirect damages, including lost profits, arising out of or in cvnnection with this Agreement or the Services. (1) Davs. All referenc�s to days un this Agreement shall refer to calend�r 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 ta be closed in #he State af Florida, then the period shall be extended until the next business day. (m) Exlu�bits. The Exhibits sitached. hereto are hereby incvrporated in and rr�ade a part of this Agreement as if set forth in full herein aad are an integral part of this Agreemen#. (n) Caun.terparts. Thi.s Agreement m,ay be executed in counterparts, each of which shali be deemed ta be an origin.al, bnt all of which, taken tagether, shall const7itute one and the same agreement. (o) Constru�tion: Inter�retation. The Parties have participated equal]y in the drafting and negotiation of this Agreement and accordingly any rule of constivcti�n which would construe the terms agreement against tiie clraft are inapplicabie. (p} Notices. All notices permitted ar required under this Agreement shall be in writ�ug and s,hall bc= delivered in persan ar mf►ilec� by first class, registered ar certified mail, postage prepaid, to the address of the party specified below ar such other address as either parry m�.y specify in writing. Such notice shall be deemed to have been gi�en upon receipt. If to Town: Town of Lantana 500 Crreytiolds Circle Lantana, Fiorida 33462 Atfi�: Michael Bornstein, Town Mamager If to Authority: Flozida Green Finance Authority Attentian: Board Chair S00 C Circle Lantana, Florida 33462 If to Administ�tor: EcoCi#y Parh►ers, L3C 224 Datura Street, Suite 21 ] West Palm Beach, Florida 33401 Attn. Michael Wallauder, Manager [Remaiuder af p�ge intentionally bl�ak.] IN WITNE�S WHER��F, the Parties have exec t}us Agreement as af the date first written above. THE TOWN �F LAIVTANA, FLORIDA By_ . Name: NI�Ch�i�G ��f��! Title: �w�v /��'/Il�C � �� ±�� _ - � � � ! �ar i ��f r'� THE FLORIDA GREEN F�NANCE AUTH�RITY By: Name: Title: ECOCITY PARTNERS, L3C, a Vermont low- profit linnited liability campany �y: r��rt.�.�';� c,e�� - l�fame: JG-�cfu��f t,va[(� Title: {� ; „�� ; p a. t I EXHIBTT A SCOPE �F THIRD PARTY ADMIIVISTRATIQN SERVICES AND PROGRAM FEE SCHEDULE SCQPE OF S�RVICES & FEES: L Program Design Services II. Program Implemental;iion Services III. Qngoing Program Administration Services IV. District Managemcnt Servires V. Ancillary Services VI. Fee Schednle I. ProQram Desi�n Services (Grant Fnndedl Design services far the Flarida Green Energy Works Program (the "Program") ofFered to the Florida Green Fina�tcc Authority (the "Authority") by EcoGity Partners, L3C as the Third Party Adminzsirator of the Program, ("TPA" or "Administrato�"), include, at a min;rr,um, fuifiUing the terms 4f the Agreement execvted between the Town of Lantana and EcoCity Partners, L3C daLed ]uly 26, 20ll for #he developmerrt and �peration of a green business certification and 6nance program (the `Bxisting Agreement'°). The Existing Agreement requires Administrator tp design and implemcnt a Prog�xm tlaat would tra.nsition intn a sustainable business mvdel that will cantinue to operaxe after the grant-funded portion of the work is completed. The Yrogram is intended Eo fulfill the Existing Agreemeni requirement that enables other loca.l governments to "opt in" after the Program is formed. Program Design Se�viGes includes a series of tasks to design the Program, which tasks must be campleted by April 30 2012 or as otherwise may be required for the Town to fulfill the Grant Agreement, as apprapriate. Program Design 5ervices shal l be paid for solely throngh gant funds. Program I?esign Services tasks, which must 6e completed. by Apri13U' 2�12 in accardance with the Grant Agreement, include: DeWerables: PACE District & Finance Pragram Enabling Docnmeatation (status as of d�e of addendum exeet�tion) - Cansisteat with Florida law and 5ectian 163.08, Florida Statutes (the "PACE Act"}, Administrator will provide a comprehensive set of documents for the purpose af establishing, authorizing aaid impletnenting the Program. By way of e�ample, such documerrts may incic�de the following components: 1) An enabling ardinance or resalution lhat includes a determination that the establishment of the program would be in the public interest as required by #he law (completec�. 2,1 A statemer�t indicating Yhat the jurisdiction propos�s ta make voluntary contractual non valorem assessment {�°PACE Assessment"} financin� available ta properry Qwners (cvmpdetecl). 'i) An identificatinn of the rypcs of renewable energy sources> wind resistance, energy efficiency and ather im�rn�ement� ("Qual ifying Tmprovemenls" (cumpdel�r,� 4) A description of the boundaries of the area witivn which contractual assessments may be offered (campletea�. 5) Desigaation of a dste, time and place for the public hearing on the �atter, if required (compdetec�. 6) A statement of assessment underwtiting standards that is cflnsistent wi�h the PACE Act and other relevant law, and thax reflects the legitimate concerns and interests of mortgage lenders, cognizance of the seconciary mortgage market, and that is designed to ensure appropriate capital markets parti�ipation and form the basis for a Florida statewide PACE financi.ng progratn (completec�. 7) Consultation with the appropriate local government officials to ensure arrangements for placing the assessments on the tax roll (camplete�. $) Development of protacols to create and mainta.in non-ad valorem assessment rolls, and transfer proceeds to cover deirt service and associated prograrn costs (partially completerl}. 9) A drafl forna of Fitiancing Agreement and supporting documentation consistent with the PACE Act �nd/or othec relevant law and anticipated market acceptance specifying the terms and conditions for a property owner to fund and finance Qualifying Improvements (partiully campletec�. ld} A Finanae Program Haadbook that describes the funding process and source(s) to be offered thraugh the Program. The Finance Program may emplay funds available to the Authoriry from any source, and may include the issnance ar sale �f bonds, ohligations, or other financing arrangements. Tl�e Finance Prograxn may provide for the establishment of any necessary resetve fund or fuuds, and wiil pra�ide far the apportionrnent af all or any portion of the costs incidenta.l to financing, administration, and collection of the assessments arr�ong the consenting property owners and other matters necessazy to attract fimding and fin�ancing (pending apprava�. l 1) Unden�vriting Criteria: Applicant eligibility and yu�lification requirements based upon State, federal and loc:allaw and prudent underwriting gt�idelines (partialdy cornpleted). 12) District M.anagernent Policies: Administrator will provide the Authority and participating Districts with draft policies far use by thE Aathority, the Districts and participating prnperty awners for financing of Qualifying improvements. These policies will be for adoption by the Districts. The policy siatement may in.clude, but is not lixnited to, identifying designated signatories far each Dislricl, a governing Board for eacli Dists ici, a mcthod of prioritizing property owner applica.tions, and proposed Program timelines for applicationprocessing, assessment process�ng, and other cvstomer-service re�ated guidelines (partiaZiv comptete�. Prn�ram Irnnlementation Services fContinne After Grant Funds E�roendedl Program implementation services include finalizing and integratin� the tasks outtined in #he Progra�n Design Se�vices ta create and launch a program that is ready to process applications and fund projects. Progi•a.m Impiementation Ser�ices are intendeci tu faciiitate the txansitTQn to a snsta.inable business model. These services include the foltowing key deliverables: lleliverables� I� Web Portal. a) Administrdtor will implement and operate a wehsite (iuw�°_floridagrccncncrgYtivorks_com) tl�tlt Secves as the primary interlace b�twe�n applicant and Aduunistrator. Administratar will "branci" the declical.ecl websit� for tlie Authority. 6) The secure website will manage distrihution of program appGcation, appLication fili�g, the tracking of the agplication process, and notice of project fimding. Data collected may include: i� The number and lcx;ai�ans of properiy owners enrolling in the Program; ii) The rype, size and dallar value of in�tall prujects; iii} 'i'he tune between enrollment and installation; nnd iv) The level of participation of each quali Ced contractor. c) Through the website, Administratar may develop, implem.ent and admin�ster soflwa.re and models that: i) Processes applicatians and fvnding requests; ii} Pro�ides assessment repayment projections and debt service schedules; iii) Frovides real-time reports on Fragram progress. 2) Cantr�ctor Qualification Criteria. a) Administrator will es#ablish threshold eligibiiify criteria far contractors as a prerequisite to their participation in the Program, which may include, but not necessa.ril.y be limited to, h�ving in plaee appropriate State and local licenses and insurauae policies. b) Contractar qua[ification criteria is intended to emphasize excellence in customer service, market outreach, technical expertise and professionalism without placing an unnecessary or undue burden on contractars for accessing and participating in the Fragram. 3) M�rke�ing & Commnnications Program. a) A.drainistrator will develop a marketing and education campaign to inform the local community(ies) and stakeholdets about the Program_ b) Ad.ministratar wilI develop corrterrt for a dedicated website, print materials and workshops. c) Administraior will establish a hranding and marketing plan and the coordination of Anthority antl ]vcal government resources ta maximize marketing impa�cts. d) Administratar will facilttate or assist in the facilitation of workshops with cQntractars, prospeetiue participants andlor ather interested parttes in order to educate them abnut �e Program terms and agplication process. e} Adrninistrator may provide a recarded webinar �r similttr an tutorial for property owne� and contractors, which will review program policies and requirements. t) Administratgr will arrange and prepare presentation materials for the public, legislative and policy-making bo�lics, credit rating ag�ncies, ar�d credit enhancement and liquidity providers, as required. II. �nPO�ng ProLr�nn Administra.tion Services Ffo�ram administratian services include all tasks nece�sary to administer the Program on an ongaing and sus+airsable basis, ineluding proeessir�; applications, pro�iding customer serviee and administra#ion, contractor certihcation, praject qualify assurance and controi, management of assessments and payrnents. Deliverables- 1) Application Processing a) Administrawr wiil cQnduct the proparty and praject screen to ensure both meet the terms and conditians of the Program. Administrator will cvmpiete pmperrylproject screen within a reasonable period of tiu�e from receipt of the application. Adminiskrator will regularly report on applications approved, denied or pending. i) Adminislrator will install protocols far evaluating applicant properti�s pre- and post- ir�stallation for gurposes of esta.blishing a Savings to Investment Ratio (SIR) greater than one_ ii) Administr�tor will utilize eligibility and underwriting criteria that compiies with State, federal and local law and pruderrt ur►derwriting standsrds and that makes financing available to ia.rge and sma11 property owners in traditional as well as underserved markets. b) When funding is requested, Administrator will verify the projeet installation through revier�v of a.ppropriate documents. Administrator will conduct ttus review wit�#►in a reasonable period of time from the da.te that atl required documeirtation is received. c) Once projects are verified, Administratar will norify the Authority and provide the proper€y awner with legal documents. d) Administratar will verify campletion of the legat documents after receipt fram properly owners and will review such dac:umentation within a reasonable period of time. e) U po� receipt �f complete documeRts, Administratflr wil l notify the Authority of an appmv�d funding request anfl gro�ide the documents necessary to re�vrd the lien. Administrator vaill record the lien on behalf ofthe Authority. � Once a bond is issued and pwchased or some ether funding mechanism has been completed, Adm.inis�ra.tar will disburse funds ta the property owner within a reasonable period af time. g) Administrator will seeic to establish and implement appropriate procedures and ti.melines fvr applications fiied in paper copy as well as �ia the web portal. h) The reasonableness ofthe timeiines listed above are subje.�t to revision and specificity by mutual agreetnent afthe Authority and Administratar in canjunction witl� the establishmern and maintenance of program terms and conditions. 2) Program Reporting a} Adflllizlsh'ator wil! provxd� reporLs an program application statistics #o #hc Autl�onlv on a rcg�tlat basis. b) Administrator will prepare reports, schedules and documents to supgort the issuauce and unde�writing of bond or otUer �nancing documents, such as disclosc.�re �ocuments for the iRS, SEC andlor any other reguiatory hody purQoses; cash flows analysis; debt service and rapayment projections; substantiadan ofrevenue and',expenditure estimates and proj�cl costs; �erification of cash flows; and project or macket feasibility, as needed. 3) Program Documentation a) Administrator will develop and maintain the documents for Pragram administratian, which may include, but noi necessarily be lirnited to, the following: i) Program Terms and Policies u) Assessment Underwriting Criteria iii) List of Qualifying Improvements iv} P�ogram Application & Funding Request Forms (1) Applicatian FQrm {2) Financing Agreement (3) Truth-In-Lending Form (if applicable) (4) Lender Notificatian & Autharizati.on Form (5) Fi�A/FNMA/FMAC PACE Status Disclosure Form (if necessary) {6) Information VeFifca.tion Form(s} 4} Castomer Service: Administrator will provide direct c�stomer service to the comtnunity via the web, email, phane and walk-itL as appropriate. III.District Management Services Disirict Management Ser�ices invoive those tasks necessary ta help facilitaxe the relationship between the Anthvrity and local govemments and dependent special districts t6at participate in the Program. These services may include the foliowing: Deliverables: Adminis#rative and Maaagement Services 1) Attend and conduct all regularly scheduled and speoial Soard meetings, hearings and workshops. Arrange fvr time and locatian and all othernecessary lagistics for such meetings, hearings, etc. Z} Prepare agenda packa�es for transmittal ta Boar� members and stat� prior ta Baard meeting. Prepare mectiilg m�[erials fpr ather mesEings, bearin�, eu:. as neecle�. 3) Pravide accuratc minutes far all mee�ngs €�nd h�rin�. 4} �ther responsibilities include such items as: u. Custody of the District's Seal b. Records custodian and records management liaison with Stxte af F�orida and other applica.ble government agencies overseeing ttie storage of inactive files and des�truction af obsolete files. c. Maintaining and safeguarding the minutes of public meetings, Resolutions, contracts and agreements_ s� Ensure compliance with Federa.l and/or State law affecting the Distric# which include but are not limited ta the follgwing: a. Properly natiee all public meetiuigs, in accordance with the apprapriaxe Florida Statutes, including but not limi#ed to, public hearings on assessments, the budget, all ather required natices nf ineetings, hearings and workshops. b. Pravide required information to the Dep�rtment of Com�unity Affairs, the County the Auditar General, and all other state or loca! agencies with reparting requir�ments for the alst� b) Maintain - `Record of Proceedings" for the District which includes meeting minutes, agreements, resolutions and other records required by law_ a. lmplemert and tnaintain a document manaaement system to create and save doce�ments, and provide for the arc6iving of disuict documents. b. Prateet integrity of all pu6lic records in accordance with the requirements of apgtica.ble law. Respond ta puhlic record requests as requiretl by law. 7) Ensure District is in compliance with administr�ti�c aitd financial reporting for Special Districts. S) Assist in negotiations of contracts, as directed by the Board. 9} Provide cvntract adminisErativn and supervision of all contracts, as direc�ed by the Board. 10) Serve as liaison with Caur�ty and State a�encies, including the Sugervisor of Elections, T�ing o�cials and the Properry Appraisers. 11) Lmplement the poGcies established by the Distric�. �inaucial Services 1) fistabIish Fund Accountiag System in accordance with federa.l and state taw as well as Gaverriment Accounting Standard Board and the Rules of the Aaditor General. 2} Prep;�r�a r�gula�' vai;au4b sl�+x4� iu�;uuie staten�ent(s� with budgct to a�tual v�;a.�,�c�_ Yreparc Public Deptasilar's Rcport �u.d distribu#e to State_ 3) Prepare all other financia] reports as required by applicable law and accounting standards. Budgeting 1� Prepare budget, budget resalutiQns, and backup material for and �resent the budget at all budget meetings, hearings �nd workshops. The budget is ta be done in accordance with state law standards, and consistent with applicable Gorrerc�ment Finance �fficers Associafion and Governmerrt Accounting Standard Board standards. Budget preparation sha11 include calculation of opera:tion and maintenance assessments, which may include development of bene�it methodalogy for those assessments. 2) Administer Adapted Budget af the Districk 3) Transmit praposed budget to ]oca] goeerning authorities in the itequited timeframe prior to adoption. 4} File all required docnme�tation with the l�epartment af Rever�ue, Auditor General, tre County, and other go�emmental agencies with jurisdiction. 5) Prepare and cause to be pubiished nodces of all budget hearings and workshops. b) Prepaze year adjusting journal enines in preparation for annual audit by Tndependent Certified Public Accounting Fum. 7) Prepare all budgel amendments on an outgoing basis. S) Assist in process to retain an auditor anc! cooperate and assist in the perfoffiance of the audit by the Independent auditor. Revenue Collection i} Administer collection a.nd �sb�rsement of assessments, fees, and ct�.rgas and all revenues of the District in accordance with Florida law governing the uniform method of assessing, levying and �ollecting special assessment 2) Recommend enforceme�tt actions to ensure payment as needed. 3) Prepare monthly financia[ reports showing revenues and expenses for the month in comparison to annual bud.get, ncsting variances. 4) Prepare and refine a property database. 5) Prep�re annual assessm��l roil_ Certify rall either ta i�e Gounfiy Ta.x Collector, or direct bill and collect (or both}, as apprapriate. � Issue estoppels letters as needed. Aceounts P�y�blelReceivables i) 1ldminfster th� prauess�in�, r�view aud payment vf all inuoices aud purchase or�ers. Ensure rimely payment of distric# bills is made, 2) Report cash balances by fund. 3) Maintain ch�cking accounts u+ith qualified public depository. Capital Program Administration I) Maintain proper capital fund and project fundin� accounting procedures and records_ 2) Oversee and implement 6ond issue related campliance, i.e., coordination of annual arbitxage report, transmittal of annual audit and 6udget ta the irustees, transmittal of annual audit and other infornnaiion to dissemination agent (if oti�er than manager) or directly ta bond holders as reyuired by Contimuing Disclosure Agreernents, annuallquarterly disclosure reporting, update, etc. 3) Prepare annual debt service fuad bud�ets. Work with taxing officials to assure correct application of revenues and praper routing of payments tv the trustee to assure praper band debt pay�off. Track and account for debt service payments and prepayments and process debt [ien releases. Parchasing ]} Assist in selection of vendors as needed for serviees, goods, supp]ies, and materiaLs. 2} Obtain pricing proposals as needed and in accordance with Distriet rules and State law. 3} Prepare RFPs for serVices needed, including, when requested, pregaration of sgecifications and bid documents for various professional, canstructior�, and maintenance services. Investment Services 1) All investments shall be made pursuant to applicable law and policies approved by the Baard of Supen+isors. 2) Recommend investment policies and procedures pursuant ta 5tate law. 3) Provide for investmern af funds per approved poiicies. Risk Man�gement 1) Prepare and fol low ri.sk management palicies and grocedar�s. 2) Recommend and advise the Board of ttte appropriate amounts and types of insurance aad be respons�hle for gracuring all necessary insurance. 3) Process and assist in �the investigatian of insurance claims, in coordination with Counsel of the District 4J RCYtCVY lo5urancC �1f1ItG1C3 O71d GOY�TQgB tltilOUI1tS Q�ED16tTIG't V8�ICIQPE IV. Ancillarv Services The A�nir�istrator may devetog additionai tnols and programs, as may be appropr+ate, to facilitate inter�st and partioipation inthe Program. Administrator will oniy provide such anciilary services witti the advance approval of the Authority, such approvai not to be unreasonably withheld. Such ancillary services currently vfFered by Administrator includ.e development and administratian of a green business certification and marketing program Cc�r businesses (including those that da not uti(ize the financing program). Examples of firture ancillary services may include, but are not nec�sarily limited to; workforce or energy auditor training progams; an on€ine marketplace of green technologies {such as those used in Qualifying Imprnvements); a carbon-offset / envirpnn�enta.l attnbute and marketing progt�atn that helps participating property owners lower their environmental impact throvgh a purchase of ofFsets or en�ironmental attributes or earn a fee for the sale of carbon offseis or environmental attributes that they rnay own and wish to sell; a rewards program; or any other program or service that furthecs tlle 6road gaals of the Progam. V. Fee S�hedale The Administrator sha11 be entitled to irnpose aad callect fees and charges intended to sastain the operation of the Program in accardance with prudent financial management standards. Such fees shal! include (i) community apt-in fees; (ii) finance progra.m closing fees; and (iii) ongoin.g finance gragrarn administration fees. Fr�m time to time the Authoriry and the Ad�ninistrator will evatuate the Prograffi fees to ensure ihat the Program is priced to be competitive in the markeiplace. The inifial Sc�edule oF Fees is as set forth in Schedule i. Schedule 1 Fee Schedule Commnnity Opt-In Fee Schednle'� � � iE i � t i � i i � C R i ' e � �� ! Tier 1 � _ � 9, � g �� Free $12,500 $6,25Q No charge 510,0�0 Tier 2 (20,000 — 74,999) Free $15,Q00 $�,540 No charge �i 2,5(l0 Tier 3 (75,a00 — l 99,999) Free $17,500 �8,750 Na charge $15,OOU Tier 4 (200,000 — 499,999) Free $2Q,000 �lQ,0a0 Na charge $17,SOU Tier 5 (SpO Free $22,500 $11,250 Na charge �20,000 ' Ot�t-in faos srover the upfront 1ega1 casts af establishing rhe district as well as the t�#�.ology set-up costs of adding the community to the Pragram web platForm. Fuc�nce Pra�ara Closing Fee Schednle � �� - �' s� �i ii Application Processing � $0 SO F¢� Waived Waived} Simpie Baildings: S��le Buildings: -$0.021sq ft (lighting) -$0.02/s ft 1� tan. Energy Aadit -$Q.061sq ft q � •� �� (pass-throagh)** $ �' a2/ � ft {comprehensive) -��• ft (comprehensive} Complex Bnildiftgs: eomplex Bu�7dings: -�O.IU - $a.25/s ft -$4.10 - S0.25/sq i� Te�hnicsl Project Review $50 $ I 95 $44S ss-thro h ** Apprraisal Fee (optional) (pass- TBD Est. $2.5k - $Sk Es#. $Sk - $lOk throu )xx Title Search �425 $425 $425 ss-throu )** Jurisdiction $� $ p $0 Set n Fee $10 for 1�` page; $8.50 � � Recording Fee {Set by each add'1 page; $0.60 �� for l page; $S_50 S1Q for 1 page; $8.50 each Florida statute) (pass- abstract fee plus doc. ��h add l page; $0.60 add 1 page; $d.b0 abstract fee thraugh)** sta.mp tax of a��ct fe�e plus doc. plus dac. stamp ta�s of $Q35/$1,OOU. stamp ta�� of $U.351$1,440. $0.35!$1,Qa0. Uriginaiion Fee 2•3°�° of cost of the 2.5% of cost of the 2.5% of cost of the im rovement im rovement im rovement Bond Counsel Legai TED 'TBD TAD Fees ( ass-tfiroa h)** Progress Payment Regnest (if applicable) �D $200 $2D(} Pre-install Site �D $525 $525 Ins ectioa o tional Past-in�tall Site TBD $675 $675 lns tion (o tional Debt Service Reserve Fund TBD Est. 1 a'�o of finaneed Est. 10°Jo uf &nanced amount (if reyuired} amouut (subject lu lender (subject to lender appraval} oval * Rc.cidNntiai Frn�rram FpP� nnly go intn p�ct if the Residentiai Program ic offered and he�nmec avai[able pending resolution of legal uncertainty given PHFA, Fannie Mae and Fred�ic Mac litigatinn ** Pass-thraugh {�ees are estimafes of third-garty charges and are subject to change. Fin�nce Pro�ram Administrative Fee.s � . �u� � � I t r I! 1� PACE Di�strict 0.5°/n af collected 0_5°fo of collected Admin. Fee' amount amount Q•5°/a of collected amount PACE District Legal 0.5% af collected Q.5% of collected Fee {Incurred by �� 0.5°fo of collected amount Aatho ' Praperty $150/year+ $1501year+ $0.75/per Appraiser� $150/year + $Q.75/per pazcel s-thru �* $Q. parcel parce] Tax Colleetor 1-2°/u of collections 1-2% of collections 1-2% af callec�ions ass-thr�u �* * Residential Program Fees oniy go into eFfect if the Residential Program is ofFered and becomes avaiIai�le pending resolution af legal uncertainty given FHFA, Fannie Mae and Freddie Mac litigation. ** Pass-thr €ees are estimates oFthird-paciy charges and ace sabjectto change. 1 The PACE �istriet A,dministration fees cover the cost of the annual audit For the FACE governmenl� authority along with distritt managemeatfees and cos�ts t4 manage [he Authority, prepare Che assessment role, and to legalty adverdse and hold faur {4� quarterly hearings per year. z District assess�nents are considered levied by the Coumy for purposes of determining commissions uncier Chapter 192, F.S. Payments musc be paid quarterly. 3 Chapter i99, R.S_ requires reimbursemrnr �n �}» Pr-nper#y APpraicPr fi�r admini�irative �nstc. 5150 peryear ylus �►u �u►udl Prr uf �'+0.75 �r pA rc�l Suh�Pr_r tn thr asse,�nent ' The amount of the fce is depes�dent on the actual assessments, n� to exceed 2`Ya, EXii�� B CURRENT LIST QF SUBCONTRACTURS & LICENSES Cnrrent List of Su6cnntractors Erin L. Deady, P.A. EcoChamber, Inc. Lewis, Longman & Walker, P.A. Renewabie Funding, LLC Demeter Pnwer Group, Inc. Special District Services, Inc. Zamia Ventures, LLC Green Bureau, LLC Current List of Licenses Demeter Power Graup, In�. d/b/a Demeter Fund [PACE3PT""] Green Bureau, LLC {web-i�ased sustainability tool) Party Membership Agreement To The Florida Green Finance Authority WHEREAS, Section 163.01, F.S., the "Florida Interlocal Cooperation Act of 1969," authorizes local government units to enter into interlocal agreements for their mutual benefit; and WHEREAS, the Town of Lantana, Florida, a Florida municipal corporation ("Lantana") and the Town of Mangonia Park, Florida, a Florida municipal corporation, ("Mangonia Park") entered into an Interlocal Agreement, dated June 11, 2012, establishing the Florida Green Finance Authority as a means of implementing and financing a qualifying improvements program for energy conservation and efficiency improvements, and to provide additional services consistent with law; and WHEREAS, the [INSERT CITY OR COUNTY NAME HERE] desires to become a member of the Florida Green Finance Authority in order to facilitating the financing of qualifying improvements for energy conservation for those located within the [CITY/COLJNTY]; NOW, THEREFORE, it is agreed as follows: 1. The Interlocal Agreement between the Florida Green Finance Authority, the Town of Lantana and the Town of Mangonia Park, entered into on June 11, 2012 (the "Interlocal AgreemenY'), for the purpose of facilitating the financing of qualifying improvements for energy conservation and efficiency via the levy and collection of voluntary non-ad valorem assessments on improved property is hereby supplemented and amended on the date last signed below by this Party Membership Agreement, which is hereby fully incorporated into the Interlocal Agreement. 2. The Florida Green Finance Authority, together with its member Parties, and the [INSERT CITY OR COUNTY NAME HERE], with the intent to be bound thereto, hereby agree that the [INSERT CITY OR COLJNTY NAME HERE] shall become a Parry to the Interlocal Agreement together with all of the rights and obligations of Parties to the Interlocal Agreement. 3. The Service Area of the Florida Green Finance Authority shall include the legal boundaries of the [INSERT CITY OR COLJNTY NAME HERE]. 4. The [INSERT CITY OR COLTNTY NAME HERE] hereby agrees to appoint a representative to serve as an Authority Board Director serving an initial term of three (3) years. All Parties acknowledge that the remaining Directors will each be appointed by the governing body of the first Party from each requisite water management district boundary area that joins the Authority through execution of this Agreement and that desires to serve as a Director. 5. The [INSERT CITY OR COUNTY NAME HERE] designates the following as the respective place for any notices to be given pursuant to the Interlocal Agreement Section 27: [CITY OR COiJNTY NAME HERE]: Administrator [CITY OR COLTNTY NAME HERE] Address Address Address With a copy to: City Attomey [CITY OR COUNTY NAME HERE] Address Address Address 6. This Party Membership Agreement shall be filed by the Authority with the Clerk of the Circuit Court in the Public Records of Palm Beach County as an amendment to the Interlocal Agreement, in accordance with Section 163.01(11), Florida Statutes. IN WITNESS WHEREOF, the Parties hereto subscribe their names to this Interlocal Agreement by their duly authorized officers. ATTEST The Florida Green Finance Authority, a separate legal entity established pursuant to Section 163.01(7), Florida Statutes By: By: Secretary of the Authority Chair of the Authority Approved by Authority Attorney as to form and legal sufficiency Authority Attomey ATTEST [INSERT CITY OR COUNTY NAME HERE], a municipal corporation of the State of Florida By: By: County Clerk , Mayor (CounrySeal) County Attorney's Office Approved as to form and legality By: