HomeMy WebLinkAboutAgreement_General_09/13/2012 (4) 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 Village of Tequesta, Florida, a Florida municipal corporation ( "Village
of Tequesta") 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 improved
properties located within the Village of Tequesta.
NOW, THEREFORE, it is agreed as follows:
1. The Interlocal Agreement between the Florida Green Finance Authority, the Town of
Lantana and the Town of Mangonia Park, entered into on June 11, 2012 (the " Interlocal
Agreement "), for the purpose of facilitating the financing of qualifying improvements for energy
conservation and efficiency via the levy and collection of voluntary non -ad valorem assessments
on improved property is hereby supplemented and amended on the date last signed below by this
Party Membership Agreement, which is hereby fully incorporated into the Interlocal Agreement.
2. The Florida Green Finance Authority, together with its member Parties, and the Village
of Tequesta, with the intent to be bound thereto, hereby agree that the Village of Tequesta shall
become a Party to the Interlocal Agreement together with all of the rights and obligations of
Parties to the Interlocal Agreement.
3. The Service Area of the Florida Green Finance Authority shall include the legal
boundaries of the Village of Tequesta.
4. The Village of Tequesta acknowledges that it is ineligible to appoint a representative to
serve as an Authority Board Director at this time, since available board seats for the South
Florida Water Management District boundary area have already been filled. 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 Village of Tequesta designates the following as the respective place for any notices
to be given pursuant to the Interlocal Agreement Section 27:
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Village of Tequesta: Village Manager
Village of Tequesta
345 Tequesta Drive
Tequesta, Florida 33469
With a copy to: Village Attorney
Village of Tequesta
345 Tequesta Drive
Tequesta, Florida 33469
6. This Party Membership Agreement shall be filed by the Authority with the Clerk of the
Circuit Court in the Public Records of Palm Beach County as an amendment to the Interlocal
Agreement, in accordance with Section 163.01(11), Florida Statutes.
IN WITNESS WHEREOF, the Parties hereto subscribe their names to this Interlocal
Agreement by their duly authorized officers.
ATTEST The Florida Green Finance Authority, a separate
legal entity established pursuant to Section
163.01(7), Florida Statutes
By: By:
Secretary of the Authority Chair of the Authority
Approved by Authority Attorney
as to form and legal sufficiency
Authority Attorney
ATTEST The Village of Tequesta,
a municipal corporation of the State of Florida
B �J 1- rn C 4n'�.. B
Y� Y:
Lori McWilliams, MMC Thomas P e , Mayor
(VillageteA
MI. U)
Village A ey s
Appro '
0 orm and le ty
By:
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INTERLOCAL AGREEMENT
BETWEEN
THE FLORIDA GREEN FINANCE AUTHORITY,
THE TOWN OF LANTANA,
AND THE TOWN OF MANGONIA PARK
This Interlocal Agreement (the "Agreement ") is entered into between the Town of
Lantana, Florida, a Florida municipal corporation ( "Lantana ") and the Town of Mangonia Park,
Florida, a Florida municipal corporation, ( "Mangonia Park ") (together the "Originating Parties ");
and the Florida Green Finance Authority (the "Authority ").
RECITALS
WHEREAS, Section 163.01, F.S., the "Florida Interlocal Cooperation Act of 1969,"
authorizes local government units to enter into interlocal agreements for their mutual benefit; and
WHEREAS, the Lantana and Mangonia Park desire to enter into this Interlocal
Agreement in order to establish the Florida Green Finance Authority as a means of implementing
and financing a qualifying improvements program for energy conservation and efficiency
improvements, and to provide additional services consistent with law; and
WHEREAS, Section 163.08, F-S.. provides that a local government may finance
"qualifying improvements," including the type of improvements sought to be provided through
this Agreement. via the levy and collection of voluntary non -ad valorem assessments on
improved property; and
WHEREAS, Sections 170.01; and 170.201, F.S. provide for supplemental and
alterative methods of making local municipal improvements, including the type of `qualify_ ing
improvements" sought to be provided by this Agreement; and
WHEREAS, pursuant to Sections 163.08, 170,01, and 170 -.201, F.S. and this Agreement,
Lantana has created a "qualifying improvements" program entitled "Florida Green Energy
`Yorks' ; and
WHEREAS, Section 163.01(7), F.S., allows for the creation of a "separate legal or
administrative entity" to carry out the purposes of an Interlocal agreement for the mutual benefit
of the governmental units, and provide for parties to the agreement to administer the agreement;
and
WHEREAS, pursuant to Section 163.01(4), F.S. a public agency of this state may
exercise jointly with any other public agency of the state, any power, privilege or authority
which such agencies share in common and which each might exercise separately, and the Parties
to this Agreement have legislative authority over property within their jurisdictional boundaries;
and
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WHEREAS, Section 166.021, F.S.. authorizes Lantana and any other municipalities to
exercise any power for municipal purposes. except when expressly prohibited by law. and
Section 125.01 F.S. grants counties the power to carry on county government to the extent not
inconsistent with general or special Iaw; and
WHEREAS, Section 163.08, F.S., provides that property retrofitted with energy - related
"qualifying improvements" receives a special benefit from reduced energy consumption, benefits
from the reduced potential for wind damage and assists in the fulfillment of the state's energy
and hurricane mitigation policies; and V
WHEREAS, the Lantana and Mangonia Park have determined that it is necessary and
appropriate to establish various obligations for fixture cooperation between Lantana, Mangonia
Park, the Authority and all other members of the Authority related to the financing of qualifying
improvements within the Authority. and
WHEREAS, Lantana shall administer this Interlocal Agreement; and
WHEREAS, Lantana and Mangonia Park have determined that it shall serve the public
interest to enter into this Agreement to make the most efficient use of their powers by enabling
theirs to cooperate on a basis of mutual advantage to provide for the financing of qualifying
improvements within the Authority.
NOW, THEREFORE, in consideration of the terms and conditions, promises and
covenants hereinafter set forth, the Originating Parties agree as follows:
Section 1. Recitals Incorporated The above recitals are true and correct and are
hereby incorporated herein.
Section 2. Pu ose. The purpose of this Agreement is to provide the most economic
and efficient means of implementing a financing program for qualifying: improvements on
property owners' Iands within the Authority's Service Area and to provide additional services
consistent with state law.
Section 3. Creation of the Authority By execution of this Interlocal Agreement there
is hereby created pursuant to Section 163.01, F.S. and Section 163.09, F.S., the Florida Green
Finance Authority ("the Authority "), a separate legal entity and public body with all of the
powers and privileges as defined herein.
Section 1. Legal Authority /Consent to Serve the Authority The Authority shall have
all the powers, privileges and authority as set forth below and as provided by Chapter 163, F.S.,
as necessary to accomplish the purposes set forth in this Agreement. By resolution of the
governing bodies of the Originating Parties, all powers available to the Authority under this
Agreement and general law. including but not limited to Chapters 163, 170, 189 and 197, F.S.
may be implemented by the Authority within the jurisdictional boundaries of the Originating
Parties. The Originating Parties do hereby consent and agree to levy and collect voluntary non-
ad valorem assessments on properties, either individually or collectively as permitted by law,
within their respective jurisdictions in accordance with the purposes of this Agreement and
applicable law, to be repaid to the Authority. The Originating Parties also delegate the power to
levy and collect voluntary non -ad valorem assessments on properties within their jurisdictions as
inay be permitted by law. The Authority shall not act, provide its services or conduct its
activities within any Party's jurisdiction without the execution of this Agreement.
Section 5. Definitions.
a. "Authority Board" shall be the governing body of the Authority, comprised of
representatives from all Parties as defined herein.
b. "Florida Green Energy Works Program" is the qualifying improvements
program authorized by Section 163.08, F.S., developed by the third party
administrator for Lantana and other Parties who elect to participate.
C. "Interloeal Agreement" or "Agreement" is defined as this Agreement including
any amendments and supplements executed in accordance with the terms herein.
d. "Originating Parties" include the Florida local governments (as defined by
Section 163.08, F.S.) that are the original signatories to this Agreement. These
are the Towns of Lantana and Mangonia Park.
e. "Participating Property Owner" is defined as a property owner whose property
is located within the Service Area of the Authority and has voluntarily acquired
financing from the Authority.
f. "Parties" are any Florida local government (as defined by Section 163.08, F. S.)
having the power to enter into interlocal agreements and which may, subject to
the provisions of this Agreement, join in the efforts and activities provided for by
this Agreement pursuant to Section 163.01, F.S. Any local government joining
these efforts after the initial execution of this Agreement shall be known as a
"Parry ". To be a Party, a local government shall execute this Agreement
g. "Qualifying Improvements" are as defined in Section 163.08, F.S. in addition
to any other improvements or services not inconsistent with state law.
h. "Service Area" shall mean the geographic area comprising all of the areas within
the Florida Green Finance Authority as that area may be expanded or contracted
in accordance with the provisions of this Agreement and the laws of the State of
Florida.
Section 6. Representation on the Authority Board The Originating Parties, and all
subsequent Parties upon joining the Authority through execution of this Agreement, shall be
represented by a member of the Authority Board as provided in Section 10 of this Agreement.
Section 7. Authority Boundaries and Service Area The boundaries of the Authority
shall be the legal boundaries of the local governments that are Parties to this Agreement. This is
also the Authority's Service Area.
Section 8. Role of the Authori . As contemplated in this Agreement, the Authority
will uniformly facilitate and assist the Originating Parties and all subsequent Parties with any
necessary actions to levy and collect voluntary non -ad valorem assessments. or other legally
authorized form of collection, on the benefitted properties within the Authority's Service Area to
secure the repayment of costs of qualifying improvements for those individual properties
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participating in the Florida Green Energy Works Program, Upon approval by the Authority of an
application by a landowner desiring to benefit their property, those properties receiving financing
for Qualifying Improvements shall be assessed from time to time, in accordance with the
applicable law and /or financing documents. Notwithstanding a local government's termination
of participation within this Agreement, those properties that have received financing for
Qualifying Improvements shall continue to be a part of the Authority, until such time that all
outstanding debt has been satisfied and the special assessments shall continue to be levied until
paid in full for the applicable benefitted property.
Section 9. Powers of the Authority The Authority shall exercise any or all of the
powers granted under Sections 163.01, and 163.08, F.S., as well as powers, privileges or
authorities which each local government alight exercise separately, as may be amended from
time to time. which include, without limitation, the following:
a. To finance qualifying improvements within the Authority Service Area and to
facilitate additional improvements or services consistent with law; including, but
not limited to, acquiring, constructing, managing, maintaining or operating
buildings, works or improvements;
b. To make and enter into contracts in its own naive:
C. To enter into any interlocal agreement as necessary to exercise powers conferred
by law;
d. To appoint core nnittees to assist with implementation of this Agreement;
e. To employ agencies, employees, or consultants;
L To acquire, hold, Iease or dispose of real or personal property,
g. To borrow money, incur debts, liabilities, or obligations which shall not constitute
the debts, liabilities, or obligations of the Originating Parties or any of the Parties
to this Agreement;
h. To levy and collect assessments, or assist in the levy and collection of
assessments either as the Authority or on behalf of an Originating Party or
subsequent Party as pennitted by law;
i. To adopt resolutions and policies prescribing the powers, duties, and functions of
the officers of the Authority, the conduct of the business of the Authority, and the
maintenance of records and documents of the Authority;
j. To maintain an office at such place or places as it may designate within the
Service Area of the Authority or within the boundaries of an Originating Party or
a subsequent Party;
k. To cooperate with or contract with other governrnental agencies as may be
necessary, convenient, incidental, or proper in connection with any ofthe powers,
duties, or purposes authorized by Section 163.08, F.S., and to accept funding from
local and state agencies;
I. To exercise all powers necessary, convenient, incidental, or proper in connection
v6th any of the powers, duties, or purposes authorized in Section 163.08, F. S.;
m. To create and adopt any and all necessary operating procedures, policies, manuals
or bylaws;
n. To maintain insurance as the Authority deems appropriate;
o. To apply for, request, receive and accept gifts, grants, or assistance funds from
any lawful source to support any activity authorized under this Agreement; and
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P. To exercise any powers or duties necessary to address carbon or renewable energy
credits, or any other similar commodity that may come into existence, for the
public benefits of the program.
Section 10. Authority Board The Authority shall be governed by a seven (7) member
Board of Directors which shall include one Director appointed by the governing body of each
Originating Party plus five (5) additional Directors. To assure geographical representation
across the State, the Authority seeks to appoint one (1) Director from the boundaries of each of
the five (5) water management districts as defined in Chapter 373, F.S. Only Parties, through
their governing bodies, may appoint representatives to serve as an Authority Board Director.
Originating Party representatives serve an initial four (4) year term commencing upon execution
of this Agreement, and subsequent teens as further set forth in subparagraphs a. and b. of this
section. The remaining five (5) Directors will each be appointed by the governing body of the
first Party from each requisite water management district boundary area that joins the Authority
through execution of this Agreement and that desires to serve as a Director. Upon execution of
this Agreement by such a Party, the term of its appointed Director shall commence for an initial
term of three (3) years, and subsequent terms as further set forth in subparagraphs a. and b. of
this section. Thereafter, any Party may submit one nominee to serve as an Authority Board
Director for any given term.
a. Prior to the appointment of the full Authority Board as set forth above, and for
puiposes of the first organizational meeting(s), the Authority Board shall be
comprised of representatives appointed by the goven ing bodies of the two (2)
Originating Parties. Actions taken in this interim period shall be by unanimous
consent and shall be binding on the Authority pursuant to the adoption of
resolutions which do not require an in- person meeting, but which must be ratified
by a majority vote of the Authority Board Directors in the next regularly
scheduled meeting. All actions enumerated in paragraph c. of this section, as well
as any other actions necessary to initiate the operation of the Authority may be
taken during this interim period.
b. The Town Manager of Lantana, or designee, shall serve as the Chair of the
Authority Board for the initial four (4) year term. The Mangonia Park
representative shall serve as Vice Chair of the Authority Board for the initial four
(4) year term. Upon the conclusion of the initial terms as set forth above, the-
Authority Board shall annually select directors and appoint its Chair. Vice Chair
and Secretary, each of which shall then serve one (1) year terms. The
appointment of Authority Board Directors and officers shall take place at the first
regular Authority meeting of the year. The Chair shall preside at meetings of the
Authority, and shall be recognized as head of the Authority for service of process,
execution of contracts and other documents as approved by the Authority. The
Vice Chair shall act as Chair during the absence or disability of the Chair. The
Secretary shall [seep all meeting minutes and a record of all proceedings and acts
of the Board. Minutes shall be distributed to aII Directors and Parties in a
reasonable time period after the subject meeting.
e. The Authority Board shall act as the governing body of the Authority and shall
have, in addition to all other powers and ditties described herein, the following
powers and duties;
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1. To fix the time, and determine policies and orders of business for
meetings, the place or places at which its meeting shall be held, and as set
forth herein, to call and hold special meetings as may be necessary.
2. To make and pass policies, regulations, resolutions and orders not
inconsistent with the Constitution of the United States or of the State of
Florida, or the provisions of this Agreement, as may be necessary for the
governance and management of the affairs of the Authority, for the
execution of the powers, obligations and responsibilities vested in the
Authority, and for carrying into effect the provisions of this Agreement.
3. To adopt bylaws and rules of procedure, or amend those that may be
initially adopted by the Originating Parties.
t. To fix the location of the principal place of business of the Authority and
the location of all offices maintained thereunder.
5. To create any and all necessary offices in addition to Chair, Vice -Chair
and Secretary; to establish the powers, duties and compensation of all
employees or contractors; and to require and fix the amount of all non -ad
valorem assessments and /or fees necessary to operate the Florida Green
Energy Works Program.
S. To select and employ such employees and executive officers as the
Authority Board deems necessary or desirable, and to set their
compensation and duties.
7. To employ or hire such attorneys as it deems appropriate to provide legal
advice and/or legal services to the Authority and to employ and hire such
other consultants as it deerns appropriate through any procedure not
inconsistent with law.
S. As applicable and available, nothing herein shall limit the Authority's
ability to pursue actions or remedies pursuant to Chapter 120, F. S.
d. Any Director may resign from service upon providing written notice pursuant to
Section 27 of this Agreement, to the Authority Board Secretary. Such notice shall
state the date said resignation shall take effect. Any Director who resigns shall be
replaced in the same manner that the resigning Director was selected. Any
resigning Director shall irnmediately turn over and deliver to the Authority Board
Secretary all records, books, documents or other property in their possession or
under their control which belongs to the Authority. Directors are encouraged to
provide a minimurn of 30 days notice so that a successor can be properly
appointed; however, any Director who must resign immediately upon extenuating
circumstances shall be succeeded by an interim Director by majority vote of the
Authority Board until such time as a permanent successor can be seated.
e. Any Authority Board Director who is absent for three (3) consecutive Authority
Board meetings, unless otherwise excused by the Chair, shall be deemed to have
resigned from the Authority Board.
L Authority Board Directors shall serve without compensation for the first year after
the establishment of the Authority pursuant to this Agreement. Thereafter,
Authority Board Director compensation may be set by a unanimous vote of the
Directors of the Authority Board in a manner and at such amounts as is consistent
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with applicable law. Travel expenses for Authority Board Directors shall be
reimbursed as permitted by Florida law.
Section 11. Meetings of the Authoritv Board.
a. Within thirty (30) calendar days of the creation of the Authority, or sooner if
feasible, the Originating Parties shall hold an organizational meeting to elect
officers and perform other duties as required under this Agreement.
b. Prior to the beginning of each fiscal year (October 1), on a date, place and time as
determined by the Authority Board, there shall be an Annual Meeting of the
Authority. The annual statements shall be presented, and any other such matter as
the Authority Board deems appropriate may be considered.
C. The Authority Board shall have regular, noticed, quarterly meetings at such times
and places as the Authority Board may designate or prescribe. In addition special
meetings may be called, from time to time, by the Authority Board Chair, or by a
majority Note of the Authority Board. A minimum of 24 hours notice to the
public and all Authority Board Directors shall be given for any special meetings..
d. In the absence of specific rules of procedure adopted by the Authority Board for
the conduct of its meetings, the fundamental principles of parliamentary
procedure shall be relied upon for the orderly conduct of all Authority Board
meetings.
Section 12. Decisions of the Authority Board. A quorum of the Authority Board shall
be required to be present at any meeting in order for official action to be taken by the Board. A
majority of all Authority Board Directors shall constitute a quorum. It is the desire and intent of
this Agreement that decisions made by the Authority Board shall be by consensus of the Board.
However, if a consensus is not achievable in any particular instance, then a majority vote of the
quorum of the Authority Board shall be required to adopt any measure or approve any action,
unless otherwise provided herein.
Section 13. Authority Staff andAttornev_
a. The Authority's administrative functions shall be carried out by Lantana and its
consultants, and shall include all duties necessary for the conduct of the
Authority's business and the exercise of the powers of the Authority as provided
in Section 163.01 and Section I63.08, F.S.
b. The law firm that serves as the General Counsel for Lantana shall also serve as
the General Counsel to the Authority. After the Authority has been operating for
four (4) years, the Authority may opt to hue different Authority staff and/or
general counsel.
Section 14. Authorized Official The Authority Board Chair shall serve as the local
official or designee who is authorized to enter into a financing agreement, pursuant to Section
163.08(8) F.S., with property owner(s) who obtain financing through the Authority.
Section 15. Subsequent Parties Recognizing the benefit that the formation of the
Authority will provide to all Florida local governments, the Originating Parties to this
Agreement support and encourage the participation of subsequent Parties as contemplated herein.
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Section 16. Funding the Initial Proeram. Funding for the Authority shall initially be
from grant fiinds or other funds acquired by the Originating Parties and /or subsequent Parties.
For the initial establishment of the Authority, contributions can be made to the Au_ thority as
permitted by law.
Section 17. Debts of the Authority are Not Obligations of any Parties Pursuant to
Section 163.01(7), F.S. the Authority may exercise all powers in connection with the
authorization, issuance, and sale of bonds or other legally authorized mechanisms of finance.
However, any debts, liabilities, or obligations of the Authority do not constitute debts, liabilities
or obligations of the Originating Parties or any subsequent Party to this Agreement.
Section 18. Annual Budget
a. Prior to the beginning of the Authority's fiscal year, the Authority Board will
adopt an annual budget. Such budget shall be prepared in the manner and within
the time period required for the adoption of a tentative and final budget for state
governmental agencies pursuant to general law. The Authority's amival budget
shall contain an estimate of receipts by source and an itemized estimation of
expenditures anticipated to be incurred to meet the financial needs and obligations
of the Authority.
b. The adopted Budget shall be the operating and fiscal guide for the Authority for
the ensuing Fiscal Year.
C. - fhe Board may from time to time amend the Budget at any duly called regular or
special meeting.
Section 19. Report s
a. Financial reports: The Authority shall provide financial reports in such forni
and in such manner as prescribed pursuant to this Agreement and Chapter 218,
F.S. Both quarterly and annual financial reports of the Authority shall be
completed in accordance with generally accepted . Government Auditing Standards
by an independent certified public accountant. At a minimum, the quarterly and
annual reports shall include a balance sheet, a statement of revenues, expenditures
and changes in fund equity and combining statements prepared in accordance
with generally accepted accounting principles.
b. Operational reports: The Authority Board shall cause to be made at least once
every year a comprehensive report of its operations including all matters relating
to fees, costs, projects financed and status of all funds and accounts.
C. Audits: The Authority shall be subject to, and shall cause to be conducted: (i) an
independent budget audit and (ii) an independent financial and /or performance
audit perforined in accordance with generally accepted accounting_ practices and
as applicable by state law.
d. Reports to be public records: All reports, as well as supporting documentation
such as, but not limited to, construction, financial, correspondence, instructions.
memoranda, bid estimate sheets, proposal documentation, back charge
documentation, canceled checks, and other related records produced and
maintained by the Authority, its employees and consultants shall be deemed
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public records pursuant to Chapter 119, F.S., and shall be made available for
audit, review or copying by any person upon reasonable notice.
Section 20. Bonds The Authority Board is authorized to provide, from time to tune
for the issuance of bonds, or other legally authorized form of finance. to pay all or part of the
cost of qualifying improvements in accordance 'kvith law.
Section 21. Schedule of Rates and Fees
a. Upon the creation of the Authority as set forth in this Agreement, the Authority
Board shall establish a schedule of rates, fees or other charges for the purpose of
making the Authority a self - sustaining district. There shall not be any obligation
on the part of the Originating Parties or any subsequent Parties for financing
contributions. The Authority shall not be authorized to create or distribute a
profit. This shall not, however, prevent the Authority from establishing reserves
for unanticipated expenses or for future projects in keeping with sound, prudent
and reasonable operation of the Program within industry standards or from
fulfilling any other requirements imposed by bond financings, other financial
obligations or law. Nor shall this prevent the Authority from incurring costs such
as professional fees and other costs necessary to accomplish its purpose. The
Authority Board shall fix the initial schedule of rates, fees or other charges for the
use of and the services to operate the Florida Green Energy Works Program to be
paid by each participating property owner consistent with Section 163.08(4), F.S.
b. The Authority Board may revise the schedule of rates, fees or other charges from
time to time; provided however, that such rates, fees or charges shall be so fixed
and revised so as to provide sums, which with other funds available for such
purposes, shall be sufficient at all times to pay the expenses of operating and
maintaining the Florida Green Energy Works Program, This shall include any
required reserves for such purposes, the principal of and interest on bonds, or
other financing method, as the same shall become due, and to provide a margin of
safety over and above the total amount of any such payments, and to comply fully
with any covenants contained in the proceedings authorizing the issuance of any
bonds or other obligations of the Authority.
C. The rates, fees or other charges set pursuant to this section shall be just and
equitable and uniform for users and, where appropriate, may be based upon the-
size and scope of the financial obligation utudertaken by a Participating Property
Owner. All such rates, fees or charges shall be applied in a non- discretionary
manner with respect to the Participating Property Owner's geographical location
within the Authority's Service Area. No rates, fees or charges shall be fixed or
subsequently amended under the foregoing provisions until after a public hearing
at which all the potential participants in the Program. and other interested persons,
shall have an opportunity to be heard concerning the proposed rates, fees or other
charges. Notice of such public hearing setting forth the proposed schedule or
schedules of rates, fees or other charges shall be provided in accordance with
Chapter 163 and Chapter 197, F.S.
d. The Authority shall charge and collect such rates, fees or other charges so fixed or
revised, and such rates, fees and other charges shall not be subject to the
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supervision or regulation by any other commission, board, bureau, agency or
other political subdivision or agency of the county or state.
e. In the event that any assessed fees, rates or other charges for the services and
financing provided by the Authority to Participating Property Owners shall not be
paid as and .when due, any unpaid balance thereof, and all interest accruing
thereon, shall be a lien on any parcel or property affected or improved thereby.
Pursuant to Section 163.08(8), F.S., such lien shall constitute a lien of equal
dignity to county taxes and assessments from the date of recordation. In the event
that any such fee, rate or charge shall not be paid as and when due and shall be in
default for thirty (30) days or more, the unpaid balance thereof, and all interest
accrued thereon, together with attorney's fees and costs, may be recovered by the
Authority in a civil action, and any such lien and accrued interest may be
foreclosed and otherwise enforced by the Authority by action or suit in equity as
for the foreclosure of a mortgage on real property.
Section 22. Disbursements Disbursements made on behalf of the Authority shall be
made by checks drawn on the accounts of the Authority.
Section 23. Procurement; Program Implementation and Administration The
Authority shall be administered and operated by a Third Party Administrator ( "TPA'') who shall
be responsible for providing services to the Authority for the design, implementation and
administration of the Florida Green Energy Works Program. The Originating Parties and all
subsequent Parties understand and agree that the procurement for the initial TPA was performed
by Lantana in accordance with its adopted procurement procedures. Pursuant to said
procurement procedures, "EcoCity Partners, L3C" has been hired as the TPA. The "Florida
Green Energy Works Program Administration Services Agreement" between Lantana and
EcoCity Partners. LAC is attached hereto as Exhibit 1 and is hereby incorporated by reference..
By execution of this Agreement, all parties hereto agree that the initial Florida Green Energy
Works Program Administration Services Agreement, as amended, will be assigned by Lantana to
the Authority and shall be executed and assumed by the Authority.
Section 24, Tenn This Interlocal Agreement shall remain in full force and effect
from the date of its execution by the Originating Parties until such time as there is unanimous
agreement of the Authority Board to dissolve the Authority. Notwithstanding the foregoing,
dissolution of the Authority cannot occur unless and until any and all outstanding obligations are
repaid; provided, however, that any Party may terminate its involvement and its participation in
this Interlocal Agreement upon thirty (30) days' written notice to the other Parties. Should a
Party terminate its participation in this Interlocal Agreement, be dissolved, abolished, or
otherwise cease to exist, this Interlocal Agreement shall continue until such time as all remaining
Parties agree to dissolve the Authority and all special assessments levied upon Participating
Property Owners properties have been paid in full
Section 25. Consent The execution of this linterloeal Agreement, as authorized by the
government body of the Originating Parties and any subsequent Party shall be considered the
Parties' consent to the creation of the Authority as required by Sections 163.01 and 163.08, F.S.
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Section 26. Limits of Liabilitv
a. All of the privileges and immunities from liability and exemptions from law,
ordinances and rules which apply to municipalities and counties of this state
pursuant to Florida law shall equally apply to the Authority. Likewise, all of the
privileges and immunities from liability; exemptions from laws, ordinances and
rules which apply to the activity of officers, agents, or employees of counties and
municipalities of this state pursuant to Florida law shall equally apply to the
officers, agents or employees of the Authority.
b. The Originating Parties and all subsequent Parties to this Agreement shall each be
individually and separately liable and responsible for the actions of their own
officers, agents and employees in the performance of their respective obligations
under this Agreement pursuant to Chapters 768 and 163, F.S. and any other
applicable law. The Parties may not be held jointly or severally liable for the
actions of officer or employees of the Authority or by any other action by the
Authority or another member of the Authority and the Authority shall be solely
liable for the actions of its officers, employees or agents to the extent of the
waiver of sovereign imi nunity or limitation on liability provided by Chapter 768,
F.S. Except as may be otherwise specified herein, the Parties shall each
individually defend any action or proceeding brought against their respective
agency under this Agreement, and they shall be individually responsible for all of
their respective costs, attorneys' fees, expenses and liabilities incurred as a result
of any such claims, demands, suits, actions, damages and causes of action,
including the investigation or the defense thereof, and from and against any
orders, judgments or decrees which may be entered as a result thereof The
Parties shall each individually maintain throughout the term of this Agreement
any and all applicable insurance coverage required by Florida law for
governmental entities Such liability is subject to the provisions of law, including
the limits included in Section 768.28, F.S., which sets forth the partial waiver of
sovereign immunity to which governmental entities are subject. It is expressly
understood that this provision shall not be construed as a waiver of any right or
defense that the parties have under Section 768.28, F.S. or any other statute.
Section 27. Notices Any notices to be given pursuant to this Interlocal Agreement
shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized
overnight courier (such as Federal Express), or certified U.S. mail, return receipt requested,
addressed to the Party for Nvhom it is intended, at the place specified. The Originating Parties
designate the following as the respective places for notice purposes:
Lantana: Town Manager
Town of Lantana
500 Greynolds Circle
Lantana, Florida 33462
11
With a Copy to: Corbett and White, P.A.
1 111 Hypoluxo Road, Suite 207
Lantana, FL 33462
Attn: Keith W. Davis, Esq,
Mangonia Park: Town Manager
Town of Mangonia Park
1755 East Tiffany Drive
Mangonia Park, Florida 33407
With a Copy to: Corbett and White. P.A.
1111 Hypoluxo Road, Suite 207
Lantana, FL 33462
Attn: Keith W. Davis, Esq,
Section 28. Filing It is agreed that this Interlocal Agreement shall be filed with the
Clerk of the Circuit Court of Palm Beach County, as required by Section 163.01(11), F. S.
Section 29. Joint Effort The preparation of this Interlocal Agreement has been a joint
effort of the Parties hereto and the resulting document shall not, as a matter of judicial
construction, be construed more severely against any one party as compared to another.
Section 30. Execution in CounterDarts This Interlocal Agreement may be executed in
counterparts which shall be in original form all of which, collectively, shall comprise the entire
Interlocal Agreement.
Section 31. Merger. Amendment This Agreement incorporates and includes all prior
negotiations, correspondence, agreements or understandings applicable to the matters contained
herein; and the Parties agree that there are no comunitments, agreements or understandings
concerning the subject matter of this Agreement that are not contained in this document.
Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon
any prior representations or agreements whether oral or written, It is further agreed that no
change, amendment, alteration or modification in the terms and conditions contained in this
Interlocal Agreement shall be effective unless contained in a written document executed with the
same formality and of equal dignity herewith by all Parties to this Interlocal Agreement,
Section 32. Assianment The respective obligations of the Parties set forth in this
InterlocaI Agreement shall not be assigned, Tin whole or in part, without the written consent of the
other Parties hereto.
Section 33. Records The Parties shall each maintain their own respective records and
docurnents associated with this Interlocal Agreement in accordance with the requirements for
records retention set forth in Florida law.
12
Section 34. Compliance with Laws In the performance of this Agreement, the Parties
hereto shall comply in all material respects with all applicable federal and state laws and
regulations and all applicable county and municipal ordinances and regulations
Section 35. Governing Law and Venue This InterIocal Agreement shall be governed,
construed and controlled according to the laws of the State of Florida. Venue for any claim,
objection or dispute arising out of the terms of this InterIocal Agreement shall be proper
exclusively in Palm Beach County, Florida.
Section 36. Severability In the event a portion of this InterIocal Agreement is found
by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be
effective to the extent possible.
Section 37. Effective Date and Joinder by Authority This InterIocal Agreement shall
become effective upon its execution by the Originating Parties. It is agreed that, upon the
formation of the Authority, the Authority shall thereafter join this Interlocal Agreement and that
the Authority shall thereafter be deemed a Parry to this InterIocal Agreement.
Section 38. No Third Party Rights No provision in this Agreement shall provide to
any person that is not a party to this Agreement any remedy, claim, or cause of action, or create
any third -party beneficiary rights against any Party to this Agreement.
Section 39. Access and Audits Palm Beach County has established the Office of
Inspector General in Article VIII of the Charter of Palm Beach County, as may be amended,
which is authorized and empowered to review past, present and proposed county or municipal
contracts, transactions, accounts and records. The Inspector General has the power to subpoena
witnesses, administer oaths and require the production of records, and audit. investigate, monitor,
and inspect the activities of Palm Beach County, its officers, agents, employees, and lobbyists, as
well as the activities of all municipalities in the county and their officers, agents, employees, and ZD
lobbyists, in order to ensure compliance with contract requirements and detect corruption and
fraud. Failure to cooperate with the Inspector General or interference or impeding any
investigation shall be in violation of Chapter 2, Article XIII of the Palm Beach County Code of
Ordinances.
[Remainder of page intentionally left blank.]
I3
IN WITNESS WHEREOF, the Originating Parties hereto have made and executed this
Interlocal Agreement on this day of , 2012.
ATTEST: Town of Lantana, a municipal
corporation of the State of Florida
BY: BY:
Town Clerk Town Manager
(Affix Town Seal)
Approved by Town Attorney
as to form and legal sufficiency
Town Attorney
ATTEST: Town of Mangonia Park, a municipal
corporati6n of e tate of Florida
BY:' BY:
Ve
Wiliam A III,�yor
(Affix
Approved by Town Attorney
as to form and legal sufficiency
dwnAttorney
14
FLORIDA GREEN ENERGY WORKS PROGRAM
ADMINISTRATION SERVICES AGREEMENT
(Addendum to Agreement for Implementation of Grant #17477)
THIS FLORIDA GREEN ENERGY WORDS PROGRAM ADVISTRATION
SERVICES AGREEMENT ("Agreement "), dated as of � ?_ , 2012, is entered into
by and between the Town of Lantana, Florida ("Town "), the Florida Green Finance Authority
( "Authority ") and EcoCity Partners, L3C, a Vermont low- profit limited liability company
( "Administrator") (Town, Authority and Administrator are referred to herein collectively as the
"Parties" and singly as a "Party ").
Background
A. Section 163.08, Florida Statutes (Supplemental Authority for Improvements to
Real Property) (together with any amendments thereto, the "PACE Act") provides authority to
provide funding and financing for certain energy - efficiency, renewable energy and wind resistant
qualifying improvements and associated programs by local governments ("PACE Program").
I3_ The Town received a grant to implement a PACE Program within the geographic
boundaries of the Town, and also to implement a certification program for businesses located in
the Town to identify and recognize businesses that adopt sustainable practices (collectively, the
"Program").
C. Using funds provided through. Grant Agreement #17477 (formerly known as
Grant Agreement #ARS053) with the Florida Office of Energy (formerly the Florida Energy and
Climate Commission), the Town entered into an Agreement with Administrator on July 26, 2011
which engaged Administrator to develop and implement an efficient, effective and voluntary
Program (the "Existing Agreement ").
D_ As required by the Existing Agreement, the Town, together with other local
governments, has formed the Florida Green Finance Authority, an administrative entity formed
pursuant to an interlocal agreement as authorized by Chapter 163 of the Florida Statutes
( "Authority "), to serve as the vehicle for the Program within the geographic boundaries of all
units of local government that become parties to the Intergovernmental Agreement among the
Town and additional local governments (the "Interlocal Agreement ") (hereinafter the effective
date of the Interlocal Agreement shall be referred to as the "Launch Date ").
E. The Existing Agreement requires Administrator to design and implement a
Program that would transition into a sustainable business model persisting after ARRA grant
funds were expended and that will continue to incorporate other local governments who express
an interest to "opt in" after the program is formed. The proposal laid out by Administrator in
response to a Request for Qualifications issued by the Town requires completion of an initial
series of tasks to design and implement the Program by April 30, 2012 or otherwise in support of
fulfillment of the Grant Agreement. The Existing Agreement does not, however, specify the
scope of the responsibilities to be undertaken by Administrator once the design phase is
completed_
F. Now that the initial design phase of the Program is nearing completion and after
working together to develop specific Program parameters and to take steps to establish the
Authority, Town and Administrator wish to amend the Existing Agreement in order to facilitate
the transition into a sustainable business model. This amendment is intended to identify the
source of revenue for operating the Program after grant funds are expended and to more fully
define the scope of the services to be provided by the Administrator to the Authority for
implementation and ongoing administration of the Program. This Agreement shall be appended
to the Existing Agreement as an addendum thereto, and in the event of any conflict between the
terms hereof and the Existing Agreement, the terms of this Agreement shall prevail.
G. The Town of Lantana wishes to assign the Existing Agreement, as amended and
restated herein, to the Authority and the Authority wishes to assume the Agreement for
implementation of the Program.
Agreement
1. Restatement Assignment This Agreement shall become effective upon
execution by the Town and the Administrator. It amends, restates and replaces the Existing
Agreement in its entirety. The assignment of this Agreement by the Town to the Authority, and
assumption of the Agreement by the Authority from the Town, shall become effective upon
execution by the Authority.
2. Term; Renewal. The term of this Agreement (the "Initial Term") shall be a
period of five (5) years from the Launch Date. At the expiration of the Initial Term and any
Renewal Term, the Agreement shall automatically be renewed for an additional five (5) year
period(s) (each, a "Renewal Term" and, together with the Initial Term, the "Term ") unless
terminated earlier as provided in Section 7_
3. Services
(a) Scope of Services Administrator has been engaged to design, implement
and administer the Program, and Administrator shall perform the services described in Exhibit A
attached hereto and made a part hereof (the "Services "). The Services shall be provided to the
Authority for purposes of assisting the local governments that are parties to the Interlocal
Agreement ("Members ") with financing of qualifying improvements authorized by the PACE
Act (hereinafter "Qualifying Improvements ").
(b) Standards of Service Work under this Agreement shall be performed only
by competent personnel under the supervision of Administrator. Administrator shall commit
adequate resources to develop and implement and the Program and perform the Services as
required by this Agreement. The Administrator shall exercise the same degree of care, skill and
diligence in the performance of the Services as that ordinarily provided by an administrator
under similar circumstances. Work, equipment or materials that do not conform to the
requirements of this Agreement, or to the requirements of law, may be rejected by the Authority
by written notice to Administrator and in such easc shall be replaced promptly by Administrator
following notice and explanation of applicable requirement-, from the Authority, unless
Administrator provides a bona fide objection to the rejection notice.
(c) Additional Service Providers Administrator shall be permitted, in its sole
discretion, to use and employ vendors, underwriters, providers, consultants, advisors or counsel
in the development and administration of the Program or the provision of the Services. A current
list of subcontractors is attached as Exhibit B. Administrator shall be responsible for all work
performed by any other parties engaged by Administrator related to the Services.
(d) Compliance with Laws: Binding Agreement The Administrator hereby
warrants and represents that at all times during the term of this Agreement it shall maintain in
good standing all required licenses, certifications and permits required under federal, state and
local laws applicable to and necessary to perform the Services as an independent contractor.
Administrator represents that it is authorized to do business in the State of Florida. The
execution, delivery and performance of this Agreement by Administrator has been duly
authorized, and this Agreement is binding on Administrator and enforceable against
Administrator in accordance with its terms. No consent of any other person or entity to such
execution, delivery and performance is required.
(e) No Exclusive Engagement: Conflicts of Interest Nothing in this
Agreement shall prevent Administrator from performing similar Services in other jurisdictions,
either within or outside the State of Florida. So long as Administrator fulfills its obligations to
provide the Services, Administrator, its sub consultants or any other provider, vendor, consultant,
underwriter, or third party used or employed by Administrator, is permitted, individually or
collectively, to advance without conflict any other PACE Program, or assist any other PACE
Program sponsor, and that there is and shall be no objection by the Authority to such actions.
The Administrator agrees that neither it nor its sub consultants shall represent any persons or
entities in any action before the Authority, or before any Member of the Authority concerning
implementation of the Program.
(f) Independent Administrator Administrator and any agent or employee of
Administrator shall be deemed at all times to be an independent contractor and not an employee,
partner, agent, joint venture or principal of the Authority with respect to all of the acts and
Services performed by and under the terms of this Agreement. Accordingly, neither Party shall
have any authority to represent or bind the other. Administrator is wholly responsible for the
manner in which it performs the Services and work required under this Agreement. Neither
Administrator nor any agent or employee of Administrator shall be entitled to participate in any
plans, arrangements or distributions by the Authority or any of its Members pertaining to or in
connection with any retirement, health or other benefits the Authority or any of its Members may
offer their employees. Administrator is liable for the acts and omissions of itself, its employees
and agents. Any terms in this Agreement referring to instructions from the Authority shall be
construed as providing for direction on policy and the results of Administrator's work, but not
the means as to which such a result is obtained. The Authority does not retain the right to control
the means or method by which Administrator performs the Services.
(g) Taxes Administrator shall be responsible for all obligations and
payments, whether imposed by federal, state or local law, including, but not limited to, FICA,
income tax wiadiuklings, uneuipluyment compensation, insurance and other similar
responsibilities arising from Administrator's business operations.
4. Resnonsibilides of Authority The Authority acknowledges that the Florida law
authorizing PACE programs reserves authority and responsibility for establishing the program
and executing financing agreements with property owners to local government. Consequently,
the Authority shall timely take the following actions:
(a) Authorize and adopt resolutions required to implement the Program;
(b) Approve documents authorizing the Administrator to commence legal
proceedings on behalf of the Authority to validate Program related obligations and to engage
counsel for the purpose;
(c) Within a reasonable time following submittal by Administrator, execute
documents required to implement the Program including, but not limited to, financing or other
agreements, obligations or instruments;
(d) Other actions reasonably required to be performed by the Authority to
facilitate the development, implementation or activities of the PACE Program.
5. Compensation
(a) Program Design. For Services relating to the design of the Program, the
Administrator shall be paid in accordance with the Existing Agreement, except as follows. In
addition to the compensation set forth in the Existing Agreement, Administrator shall be paid:
(1) a separate payment of Thirty -Two Thousand and No /I00 Dollars for Program workshops;
and (2) a separate payment (or payments totaling) One Hundred Thousand and Noi100 Dollars to
be used for bond validation and program administrative costs and expenses All funds described
in this paragraph 5(a) are provided by the Grant Agreement. As a condition to the receipt of
each separate payment, the Administrator shall deliver to the Town a proposed budget, including
legal, administrative and workshop expenses, and shall submit invoices showing payment for
work performed and expenses incurred, in such detail as the Town may require. Payments shall
be made by check payable to "EcoCity Partners, L3C."
(b) Ongoing Program Administration For Services relating to the ongoing
operation of the Program, and for its performance hereunder, Administrator shall be entitled to
impose and collect fees and charges in accordance with the schedule of fees described in
Schedule 3 to Exhibit A ( "Schedule of Fees"), which the Authority and Administrator may
amend from time to time by mutual agreement to ensure the Program is priced to be competitive
in the marketplace and all expenses are paid for through Program operation.
(c) Payment Does Not ImpyAcceptance The making of any payment by the
Authority, or the receipt thereof by Administrator, shall not reduce the liability of Administrator
to replace any work, equipment or materials which do not conform to the requirements of this
Agreement, regardless of whether the unsatisfactory character of such work, equipment or
materials was apparent or reasonably detectable at the time payment was made.
(d) Additional Seryloo Providm . Administrator shall be solely responsible
for all payments w any third party subcontractors, service providers or sub consultants that are
engaged by Administrator to perform any of the Services contemplated by this Agreement.
6. Indemnification: Insurance
(a) Indemnification. Administrator shall indemnify and hold harmless the
Authority, its officers agents and employees, and shall upon request defend them, from and
against any and all demands, claims, losses, suits, liabilities, causes of action, judgment or
damages, arising out of, related to, or in any way connected with Administrator's performance of
this Agreement, including, but not limited to, liabilities arising from contracts between the
Administrator and third parties made pursuant to this Agreement. The indemnity obligations
provided for in this paragraph shall include reasonable attorneys' fees, but shall exclude any
liability resulting from acts of, or failure to take action by, the Authority, its officers, agents and
employees.
The Authority shall promptly notify the Administrator of any claim giving rise to a right
to indemnity and shall fully cooperate with the Administrator in defense of such claims. So long
as the Administrator has agreed that the Authority is entitled to indemnification, the
Administrator shall have the right to control the defense of the claim, including, without
limitation, the right to designate counsel and to select a single counsel to jointly represent the
interests of the Authority and the Administrator (unless an actual present conflict would preclude
joint representation) and including the right to control all negotiations, litigation, arbitration,
settlements, compromises, and appeals of the claim. The Authority shall cooperate in defense of
any claims and may, but is not required to, retain at its cost additional separate counsel to
participate in or monitor the defense of the claim by Administrator_
This Section 6(a) shall survive termination of this Agreement.
(b) Insurance Without in any was limiting Administrator's liability pursuant
to Section 7(a) above, Administrator shall maintain in force, throughout the 'term, insurance with
the following coverages:
L Worker's Compensation insurance in the amount required by law;
ii_ Commercial General Liability Insurance with limits of not less than $1
million per occurrence Combined Single Limit for Bodily lnjury and
Property Damage, including Contractual Liability, Personal Injury,
Products and Completed Operations;
iii. Commercial Automobile Liability Insurance with limits of not less
than $1 million per occurrence Combined Single Limit for Bodily
Injury and Property Damage, including Owned, Non -Owned and Hired
auto coverage, as applicable; and
iv. Professional liability insurance with limits of not less than $1 million
per claim with respect to negligent acts, errors or omissions in
connection with professional services to be provided under this
Agreement.
(c) Required Provisions All insurance required under this Agreement shall
be maintained with rcputablc companies authorized to do business in the State of Florida. The
liability insurance required under this Section 6 shall (i) name the Authority as an additional
insured, (ii) provide that such policy is primary insurance to any other insurance available to the
additional insureds, with respect to any claims arising out of this Agreement, and (iii) apply
separately to each insured against whom a claim is made or a suit is brought. Upon request,
Administrator shall deliver a certificate of insurance to the Authority confirming the existence of
the insurance required by this Agreement.
7. Default; Termination
(a) Events of Default Each of the following shall constitute an event of
default ( "Event of Default") under this Agreement:
i. Either Party fails or refuses to perform or observe any material term,
covenant or condition contained in any section of this Agreement, and
such failure continues for a period of thirty (30) days after receipt of
written notice from the non breaching Party, or such longer period as
may be reasonably required for cure, provided the breaching Parry
commences the cure within. thirty (30) days and diligently pursues the
cure until completion.
ii. Administrator (A) is generally not paying its debts as they become
due, (B) files, or consents by answer or otherwise to the filing against
it of, a petition for relief or reorganization or any other petition in
bankruptcy or for liquidation or to take advantage of any bankruptcy,
insolvency, or other debtors' relief law of any jurisdiction, (C) makes
an assignment for the benefit of creditors, or (D) consents to the
appointment of a custodian, receiver, trustee or other officer with
similar powers over A dministra tor or any substantial part of
Administrator's property.
M. A court or governmental authority enters an order (A) appointing a
custodian, receiver, trustee or other officer with similar powers with
respect to Administrator or any substantial part of Administrator's
property, (B) constituting an order for relief or approving a petition for
relief or reorganization or any other petition in bankruptcy or for
liquidation or to take advantage of any bankruptcy, insolvency, or
other debtors' relief law of any jurisdiction, or (C) ordering the
dissolution, winding -up or liquidation of Administrator.
(b) Remedies for Default Upon the occurrence of any Event of Default, each
Party shall be entitled to proceed at law or in equity to enforce their rights under this Agreement,
including, without limitation, to terminate this Agreement or to seek specific performance of all
or any part of this Agreement. In addition, following the occurrence of any Event of Default, the
Authority shall have the option, but no obligation, to cure or cause to be cured any Event of
Default on behalf of Administrator, and in such event Administrator shall pay to the Authority
upon written demand all costs and expenses incurred by the Authority in effecting such cure,
with interest thereon from the date the expense is incurred by the Authority at the maximum rate
then permitted by law. The Authority shall have the right to offset from any amounts due
Administrator under this Agreement or any other Agreement between the Authority and the
Administrator all damages, losses, costs and expenses incurred by the Authority as a result of the
occurrence of an Event of Default caused by Administrator.
(c) Exercise of Remedies All remedies provided for in this Agreement may
be exercised singly or in combination with any other remedy available hereunder or under
applicable law. The exercise of any remedy shall not be deemed a waiver of any other remedy.
(d) Termination for Convenience
i. Effective Date. Following the Initial Term, either party may notify the
other of its intent to terminate the Agreement for any reason by
delivering written notice of temnination no later than May 15 of any
year during the Term. In such event, the Agreement will terminate on
August 15 of the year in which the termination notice is delivered, at
which date Administrator shall cease providing the Services. In the
event the Authority terminates the Agreement under the provisions of
this paragraph 6(b), Administrator shall be entitled to continue to offer
the Services during the transition period so long as (i) Administrator
does not approve any projects, completion of which will extend
beyond the te date; (ii) Administrator provides for ongoing
management of assessments related to any projects completed under
Administrator's auspices; (iii) Administrator continues to provide all
of the Services in a professional manner in accordance with the
Agreement; (iv) Administrator continues to work in good faith with
the Authority to provide a smooth transition for either the termination
of the program or transfer to another administrator_
ii. Termination Fee In the event of termination for convenience by the
Authority, Administrator shall be entitled to a termination fee equal to
thirty percent (30 %) of the ori fee which would have been
received by Administrator pursuant to Schedule 3 to Exhibit A, had the
Agreement not been terminated, for all PACE projects funded through
the Authority which (i) had completed applications submitted to the
Program prior to the termination date, (ii) are closed within one (1)
year after the termination date, and (iii) are identified by Administrator
in writing no later than five (5) days after the termination date..
(e) Termination for ImMssibility In the event that (i) conditions in U.S.
financial markets, (ii) changes in PACE law, or (iii) changes in the Authority's authority to
provide assessment lien priority render the PACE Program infeasible, Administrator may
suspend the PACE Program for a period of up to twelve (12) months. Should the Administrator
determine at the conclusion of the suspension period that conditions do not warrdnl resumption
of the program Administrator may request from the Authority an extension of the PACE
Program suspension for an additional six (6) months- The Authority may, at its option, grant the
extension or cancel the Agreement.
(f) Rights and Duties Upon Termination Upon the expiration or earlier
termination of this Agreement pursuant to this Section, this Agreement shall terminate and be of
no fin ther - Force and effect, except for those provisions which expressly survive termination.
Upon expiration or termination, Administrator shall transfer to the Authority any records, data,
supplies and inventory produced or acquired in connection with this Agreement. This subsection
shall survive the t erminati on of the Agreement.
8. Confidential Information, and Access to Records
(a) Proprietary or Confidential Information A dministrato r acknowledges
that, in the performance of the Services or in contemplation thereof, Administrator may have
access to private or confidential information which may be owned or controlled by the Authority,
and that such information may contain proprietary or confidential details, the disclosure of which
to third parties may be damaging to the Authority_ Administrator agrees that all information
disclosed by Authority to Administrator shall be held in confidence and used only in
performance of this Agreement_ Administrator shall exercise the same standard of care to
protect such information as a reasonably prudent Administrator would use to protect its own
proprietary data.
(b) Ownership of Information The parties acknowledge that all inventions,
innovations, improvements, developments, methods, designs, analyses, drawings, reports and all
similar or related information (whether patentable or not) which are conceived, developed or
made by Administrator or Authority exclusively for the Program during the term of this
Agreement are deemed to be within the public domain, and subsequently may be used by each
party without warranty of any kind. Any artworks, copy, posters, billboards, photographs,
videotapes, audiotapes, systems designs, software, reports, diagrams, surveys, blueprints, source
codes or any other original works created by Administrator in connection with the Program shall
not be deemed to be works for hire. Notwithstanding the foregoing, to the extent that any
components used in the Program are developed independently and licensed from third parties,
including, without limitation, any software, methods, inventions, processes, logos, brands or
data, such components shall not become part of the public domain and the terms of the
applicable license shall prevail. Among other things, the online sustainability tool for green
business certification has been licensed from Green Bureau, LLC and use of the service -mark
PACE3PTM and any related trademarks or service marks have been licensed from Demeter Power
Group, lnc.
(c) Public Records All records, books, documents, maps, data, deliverables,
papers and financial information associated with the Program to be administered by
Administrator (the "Records ") are public records and shall be available to be inspected and
copied by the Authority. In the event of public record requests, all such requests shall be
administered and handled by the Authority as the custodian. The Authority, or its designee,
shall, during the term of this Agreement and for a period of three (3) years from the date of
termination of this Agreement, have access to and the right to examine and audit any of the
Records. After notice and reasonable opportunity to cure, the Authority may cancel and
terminate this Agreement for refusal by the Administrator to comply with the requirements of
Chapter 119, Florida Statutes (Public Ret urds).
9. Afiscellaneous.
(a) Nondiscrimination. During the term of this Agreement, Administrator
shall not discriminate against any of its employees or applicants for employment, if any, because
of their race, age, color, religion, sex, sexual orientation, national origin, marital status, physical
or mental disability, or political affiliation and Administrator shall abide by all Federal and State
laws regarding nondiscrimination.
(b) Disabilities Administrator acknowledges that, pursuant to the Americans
with Disabilities Act ( "ADA"), programs, services and other acclivities provided by a public
entity to the public, whether directly or through an Administrator, must be accessible to the
disabled public. Administrator shall provide the Services in a manner that complies with the
ADA and any and all other applicable federal, state and local disability rights laws.
Administrator agrees not to discriminate against disabled persons in the provision of services,
benefits or activities provided under the Agreement and further agrees that any violation of this
prohibition on the part of the Administrat its employees, agents or assigns will constitute a
material breach of this Agreement.
(c) Entire Agreement: Amendment This Agreement, including the Exhibits
hereto, contains the entire agreement of the Parties with respect to its subject matter and
supersedes any prior oral or written representations. No representations were made or relied upon
by either Party, other than those that are expressly set forth herein_ No agent, employee, or other
representative of either Party is empowered to amend, change, modify, supplement, rescind,
terminate or discharge the terms of this Agreement, except by a written agreement executed by
the Parties.
(d) Binding Effect; No Third Parma Beneficiaries This Agreement shall be
binding upon and inure to the benefit of the Parties and their respective heirs, successors and
permitted assigns_ This Agreement shall not confer any rights or remedies upon any person other
than the Parties and their respective successors and permitted assigns.
(e) Non - waiver The omission by either Party at any time to enforce any
default or right reserved to it, or to require performance of any of the terms, covenants or
provisions hereof by the other Party at the time designated, shall not be a waiver of such default
or right to which the Party is entitled, nor shall it in any way affect the right of the Party to
enforce such provisions thereafter.
(f) Sevgrability If the application of any provision of this Agreement to any
particular facts or circumstances is found by a court of competent jurisdiction to be invalid or
unenforceable, then the validity of other provisions of this Agreement shall not be affected or
impaired thereby, and such provision shall be enforced to the maximum extent possible so as to
effect the intent of the Parties.
(g) Assignment The Services to be performed by Administrator are personal
in character and neither this Agreement nor any of the duties or obligations hereunder may be
wsigned by tho Administrator; provided, however, that this ;'Seutitin ahall not prohibiE the
engagement of subcontractors or other third parties to perform any part of the Services. The
performance of the Services requires the cooperation and legal authority of the Authority and
accordingly the Agreement may not be assigned by the Authority without the prior written
consent of Administrator.
(h) Governing Law: Venue: Jurisdiction- This Agreement shall be construed
in accordance with and governed by the laws of the State of Florida without regard to conflicts of
law principles. Each Party agrees to personal jurisdiction in any action brought in any court,
Federal or State, within the County of Palm Beach, State of Florida having subject matter
jurisdiction over the matters arising under this Agreement. Any suit, action or proceeding arising
out of or relating to this Agreement shall only be instituted in the County of Palm Beach, State of
Florida. Each Party waives any objection which it may have now or hereafter to the laying of the
venue of such action or proceeding and irrevocably submits to the jurisdiction of any such court
in any such suit, action or proceeding.
(i) Attorney's Fees In the event of any proceedings arising out of this
Agreement, the prevailing Party shall be entitled to recover its reasonable attorney's fees and
costs, including the fees and expenses of any paralegals, law clerks and legal assistants, and
including fees and expenses charged for representation at both the trial and appellate levels.
6) Jury Trial In the event of any litigation arising out of this Agreement,
each party hereby knowingly, irrevocably, voluntarily and intentionally waives its right to
trial by jury.
(k) Limitation of Liabili ty . The obligations of the Authority shall be limited
to the payment of the compensation provided in this Agreement, and cooperation required to
facilitate the implementation of the Program. In no event shall any Party to this Agreement shall
have any liability for special, consequential, incidental or indirect damages, including lost
profits, arising out of or in connection with this Agreement or the Services.
(1) Days All references to days in this Agreement shall refer to calendar days
unless other expressly provided. In the event any period specified in this Agreement expires on a
Saturday, Sunday or another day on which banks are permitted or required to be closed in the
State of Florida, then the period shall be extended until the next business day.
(m) Exhibits The Exhibits attached hereto are hereby incorporated in and
made a part of this Agreement as if set forth in full herein and are an integral part of this
Agreement.
(n) Counterparts This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall constitute one and
the same agreement.
(o) Construction. Internretati.on The Parties have participated equally in the
drafting and negotiation of this Agreement and accordingly any rule of construction which would
construe the terms agreement against the draft are inapplicable.
(p) Notices All notices permitted or required under this Agreement shall be
in writing and shall be delivered in person or mailed by first class, registered or certified mail,
postage prepaid, to the address of the party specified below or such other address as either party
may specify in writing. Such notice shall be deemed to have been given upon receipt.
If to Town: Town of Lantana
500 Greynolds Circle
Lantana, Florida 33462
Attn.: Michael Bornstein, Town Manager
If to Authority: Florida Green Finance Authority
Attention: Board Chair
500 Greynolds Circle
Lantana, Florida 33462
If to Administrator: EcoCity Partners, L3C
224 Datura Street, Suite 211
West Palm Beach, Florida 33401
Attn: Michael Wallander, Manager
[Remainder of page intentionally blank.]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
THE TOWN OF LANTANA, FLORIDA
By: . 11"L
Name:
Title:
THE FLORIDA GREEN FINANCE AUTHORITY
By:
Name:
Title:
ECOCITY PARTNERS, L3C, a Vermont low -
profit limited liability company
By: CZ yj
Name: fA <f Wal(611-�
Title: �; ,,,, 4p
EXMIT A
SCOPE OF THIRD PARTY ADMINISTRATION SERVICES
AND PROGRAM FEE SCHEDULE
SCOPE OF SERVICES & FEES:
L Program Design Services
H. Program Implementation Services
III. Ongoing Program A dministra tion Services
IV. District Management Services
V. Ancillary Services
VI. Fee Schedule
1. Program Design Services (Grant Funded)
Design services for the Florida Green Energy Works Program (the "Program") offered to the Florida
Green Finance Authority (the "Authority") by EcoCity Partners, L3C as the Third Party Administrator of
the Program, ("TPA" or "Administrator"), include, at a minim fulfilling the terms of the Agreement
executed between the Town of Lantana and EcoCity Partners, L3C dated July 26, 2011 for the
development and operation of a green business certification and finance program (the `Existing
Agreement ").
The Existing Agreement requires Administrator to design and implement a Program that would transition
into a sustainable business model that will continue to operate after the grant - funded portion of the work
is completed. The Program is intended to fulfill the Existing Agreement requirement that enables other
local governments to "opt in" after the Program is formed.
Program Design Services includes a series of tasks to design the Program, which tasks must be completed
by April 30, 2012 or as otherwise may be required for the Town to fulfill the Grant Agreement, as
appropriate. Program Design Services shall be paid for solely through grant funds.
Program Design Services tasks, which must be completed by April 30° 2012 in accordance with the Grant
Agreement, include:
Deliverables: PACE District & Finance Program Enabling Documentation (status as of date of
addendum execution)
Consistent with Florida law and Section 163.08, Florida Statutes (the `PACE Act"), Administrator will
provide a comprehensive set of documents for the purpose of establishing, authorizing and implementing
the Program. By way of example, such documents may include the following components:
1) An enabling ordinance or resolution that includes a determination that the establishment of the
program would be in the public interest as required by the law (completed.
2) A statement indicating that the jurisdiction proposes to make voluntary contractual non -ad valorem
assessment ("PACE Assessment") financing available to property owners (completed).
3) An identification of the types of renewable energy sources, wind resistance, energy efficiency and
other imprnvements ( "Qualifying Tmprovemtemts ") (completed.
4) A description of the boundaries of the area within which contractual assessments may be offered
(completed.
5) Designation of a date, time and place for the public hearing on the matter, if required (completed).
6) A statement of assessment underwriting standards that is consistent with the PACE Act and other
relevant law, and that reflects the legitimate concerns and interests of mortgage lenders, cognizance
of the secondary mortgage market, and that is designed to ensure appropriate capital markets
participation and form the basis for a Florida statewide PACE financing program (completed.
7) Consultation with the appropriate local government officials to ensure arrangements for placing the
assessments on the tax roll (completed.
8) Development of protocols to create and maintain non-ad valorem assessment rolls, and transfer
proceeds to cover debt service and associated program costs (partially completed).
9) A drafl form of Financing Agreement and supporting documentation consistent with the PACE Act
and /or other relevant law and anticipated market acceptance specifying the terms and conditions for a
property owner to fund and finance Qualifying Improvements (partially completed.
10) A Finance Program Handbook that describes the funding process and source(s) to be offered through
the Program. The Finance Program may employ fiords available to the Authority from any source,
and may include the issuance or sale of bonds, obligations, or other financing arrangements. The
Finance Program may provide for the establishment of any necessary reserve fund or funds, and will
provide for the apportionment of all or any portion of the costs incidental to financing, administration,
and collection of the assessments among the consenting property owners and other matters necessary
to attract funding and financing (pending approval).
11) Underwriting Criteria: Applicant eligibility and qualification requirements based upon State, federal
and local law and prudent underwriting guidelines (partially completed).
12) District Management Policies: Administrator will provide the Authority and participating Districts
with draft policies for use by the Authority, the Districts and participating property owners for
financing of Qualifying Improvements. These policies will be for adoption by the Districts. The
policy statement may include, but is not limited to, identifying designated signatories for each
District, a governing Board for each District, a method of prioritizing property owner applications,
and proposed Program timelines for application processing, assessment processing, and other
customer - service related guidelines (partially completed).
Program Implementation Services (Continue After Grant Funds Expended)
Program implementation services include finalizing and integrating the tasks outlined in the Program
Design Services to create and launch a program that is ready to process applications and fund projects.
Program implementation Services are intended to facilitate the transition to a sustainable business model.
These services include the following key deliverables:
Deliverables.
1) Web Portal.
a) Administrator will implement and operate a website ( ww.floridagrcencner@2v that
serves as the primary interlace between applicant and Administrator. Administrator will "brand"
the dedicated website for the Authority.
b) The secure website will manage distribution of program application, application filing, the
tracking of the application process, and notice of project funding. Data collected may include:
i) The number and locations of property owners enrolling in the Program;
ii) The type, size and dollar value of install projects;
iii) The time between enrollment and installation; and
iv) The level of participation of each qualified contractor_
c) Through the website, Administrator may develop, implement and administer software and models
that:
i) Processes applications and funding requests;
ii) Provides assessment repayment projections and debt service schedules;
iii) Provides real -time reports on Program progress.
2) Contractor Qualification Criteria.
a) Administrator will establish threshold eligibility criteria for contractors as a prerequisite to their
participation in the Program, which may include, but not necessarily be limited to, hawing in place
appropriate State and local licenses and insurance policies.
b) Contractor qualification criteria is intended to emphasize excellence in customer service, market
outreach, technical expertise and professionalism without placing an unnecessary or undue
burden on contractors for accessing and participating in the Program.
3) Marketing & Communications Program.
a) Administrator will develop a marketing and education campaign to inform the local
community(ies) and stakeholders about the Program_
b) Administrator will develop content for a dedicated website, print materials and workshops.
c) Administrator will establish a branding and marketing plan and the coordination of Authority and
local government resources to maximize marketing impacts.
d) Administrator will facilitate or assist in the facilitation of workshops with contractors, prospective
participants and/or other interested parties in order to educate them about the Program terms and
application process.
e) Administrator may provide a recorded webinar or similar on -line tutorial for property owners and
contractors, which wil l review program policies and requirements.
1) Administrator will arrange and prepare presentation materials for the public, legislative and
policy- making bodies, credit rating agencies, and credit enhancement and liquidity providers. as
required
H. Ongo3ingy Program Administration Services
program administration services include all tasks necessary to administer the Program on an ongoing and
sustainable basis, including processing applications, providing customer service and administration,
contractor certification, project quality assurance and control, management of assessments and payments.
Deliverables:
1) Application Processing
a) Administrator will conduct the property and project screen to ensure both meet the terms and
conditions of the Program. Administrator will complete property/project screen within a
reasonable period of time from receipt of the application. Administrator will regularly report on
applications approved, denied or pending.
i) Administrator will install protocols for evaluating applicant properties pre - and post-
installation for purposes of establishing a Savings to Investment Ratio (SIR) greater than one.
ii) Administrator will utilize eligibility and underwriting criteria that complies with State,
federal and local law and prudent underwriting standards and that makes financing available
to large and small property owners in traditional as well as underserved markets.
b) When funding is requested, Administrator will verify the project installation through review of
appropriate documents. Administrator will conduct this review within a reasonable period of
time from the date that all required documentation is received.
c) Once projects are verified, Administrator will notify the Authority and provide the property
owner with legal documents.
d) Administrator will verify completion of the legal documents after receipt from property owners
and will review such documentation within a reasonable period of time.
e) U port receipt of complete documents, Administrator will notify the Authority of an approved
funding request and provide the documents necessary to record the lien. Administrator will
record the lien on behalf of the Authority.
f) Once a bond is issued and purchased or some other funding mechanism has been completed,
Administrator will disburse funds to the property owner within a reasonable period of time.
g) Administrator will seek to establish and implement appropriate procedures and timelines for
applications filed in paper copy as well as via the web portal.
h) The reasonableness of the timelines listed above are subject to revision and specificity by mutual
agreement of the Authority and Administrator in conjunction with the establishment and
maintenance of program terms and conditions.
2) Program Reporting
a) Administrator will providr reports on program application statistics to the Authority on a rCZulnr
basis.
b) Administrator will prepare reports, schedules and documents to support the issuance and
underwriting of bond or other financing documents, such as disclosure documents for the TRS,
SEC and/or any other regulatory body purposes; cash flows analysis; debt service and repayment
projections; substantiation of revenue and expenditure estimates and project costs; verification of
cash flows; and project or market feasibility, as needed.
3) Program Documentation
a) Administrator will develop and maintain the documents for Program administration, which may
include, but not necessarily be limited to, the following:
i) Program Terms and Policies
ii) Assessment Underwriting Criteria
iii) List of Qualifying Improvements
iv) Program Application & Funding Request Forms
(1) Application Form
(2) Financing Agreement
(3) Truth -In- Lending Form (if applicable)
(4) Lender Notification & Authorization Form
(5) FI-IFAIFNMA/FMAC PACE Status Disclosure Form (if necessary)
(6) Information Verification Form(s)
4) Customer Service: Administrator will provide direct customer service to the community via the web,
email, phone and walk -in, as appropriate.
M. Distriet Management Services
District Management Services involve those tasks necessary to help facilitate the relationship between the
Authority and local governments and dependent special districts that participate in the Program. These
services may include the following:
Deliverables:
Administrative and Management Services
1) Attend and conduct all regularly scheduled and special Board meetings, hearings and workshops.
Arrange for time and location and all other necessary logistics for such meetings, hearings, etc.
2) Prepare agenda packages for transmittal to Board members and staff prior to Board meeting.
Prepare meeting materials for other meetings, hearings, me. as needed.
3) Provide accurate minutes for all meetings and hearings.
4) Other responsibilities include such items as:
a. Custody of the District's Seal
b. Records custodian and records management liaison with State of Florida and other
applicable government agencies overseeing the storage of inactive files and destruction of
obsolete files.
c. Maintaining and safeguarding the minutes of public meetings, Resolutions, contracts and
agreements_
5) Ensure compliance with Federal and/or State law affecting the District which include but are not
limited to the following:
a. Property notice all public meetings, in accordance with the appropriate Florida Statutes,
including but not limited to, public hearings on assessments, the budget, all other
required notices of meetings, hearings and workshops.
b. Provide required information to the Department of Community Affairs, the County, the
Auditor General, and all other state or local agencies with reporting requirements for the
district.
6) Maintain "Record of Proceedings" for the District which includes meeting minutes, agreements,
resolutions and other records required by law.
a. Implement and maintain a document management system to create and save documents,
and provide for the archiving of district documents.
b. Protect integrity of all public records in accordance with the requirements of applicable
law. Respond to public record requests as required by law.
7) Ensure District is in compliance with administrative and financial reporting for Special Districts.
S) Assist in negotiations of contracts, as directed by the Board.
9) Provide contract administration and supervision of all contracts, as directed by the Board.
10) Serve as liaison with County and State agencies, including the Supervisor of Elections, Taxing
officials and the Property Appraisers.
11) Implement the policies established by the District.
Financial Services
1) Establish Fund Accounting System in accordance with federal and state law as well as
Government Accounting Standard Board and the Rules of the Auditor General.
2) Prepary rugular W- lanvu sheet, iuvvme statements) with budget to actual variances_ Preparc
Public Depositor's Report and distribute to State,
3) Prepare all other financial reports as required by applicable law and accounting standards.
Budgeting
1) Prepare budget, budget resolutions, and backup material for and present the budget at all
budget meetings, hearings and workshops. The budget is to be done in accordance with state
law standards, and consistent with applicable Government Finance Officers Association and
Government Accounting Standard Board standards. Budget preparation shall include
calculation of operation and maintenance assessments, which may include development of
benefit methodology for those assessments.
2) Administer Adopted Budget of the District.
3) Transmit proposed budget to local governing authorities in the required timeframe prior to
adoption.
4) File all required documentation with the Department of Revenue, Auditor General, the
County, and other governmental agencies with jurisdiction.
5) Prepare and cause to be published notices of all budget hearings and workshops.
&) Prepare year -end adjusting journal entries in preparation for annual audit by Independent
Certified Public Accounting Firm.
7) Prepare all budget amendments on an outgoing basis.
8) Assist in process to retain an auditor and cooperate and assist in the performance of the audit
by the Independent auditor.
Revenue Collection
1) Administer collection and disbursement of assessments, fees, and charges and all revenues of
the District in accordance with Florida law governing the uniform method of assessing,
levying and collecting special assessment.
2) Recommend enforcement actions to ensure payment as needed.
3) Prepare monthly financial reports showing revenues and expenses for the month in
comparison to annual budget, noting variances.
4) Prepare and refine a property database.
5) Prepare annual assessment roll. Certify roll either to the County Tax Collector, or direct bill
and collect (or both), as appropriate.
6) Issue estoppels letters as needed.
Accounts Payablo/Rerelvables
1) Administer the proueuging, review and payment of all invoices and purchase orders. Ensure
timely payment of district bills is made.
2) Report cash balances by fund.
3) Maintain checking accounts with qualified public depository.
Capital Program Administration
1) Maintain proper capital fund and project funding accounting procedures and records.
2) Oversee and implement bond issue related compliance, i.e., coordination of annual arbitrage
report, transmittal of annual audit and budget to the trustees, transmittal of annual audit and
other information to dissemination agent (if other than manager) or directly to bond holders
as required by Continuing Disclosure Agreements, annual/quarterly disclosure reporting,
update, etc.
3) Prepare annual debt service fund budgets. Work with taxing officials to assure correct
application of revenues and proper routing of payments to the trustee to assure proper bond
debt pay -off. Track and account for debt service payments and prepayments and process debt
lien releases.
Purchasing
I ) Assist in selection of vendors as needed for services, goods, supplies, and materials.
2) Obtain pricing proposals as needed and in accordance with District rules and State law.
3) Prepare RFPs for services needed, including, when requested, preparation of specifications
and bid documents for various professional, construction, and maintenance services.
Investment Services
1) All investments shall be made pursuant to applicable law and policies approved by the Board
of Supervisors.
2) Recommend investment policies and procedures pursuant to State law.
3) Provide for investment of funds per approved policies.
Risk Management
1) Prepare and follow risk management policies and procedures.
2) Recommend and advise the Board of the appropriate amounts and types of insurance and be
responsible for procuring all necessary insurance.
3) Process and assist in the investigation of insurance claims, in coordination with Counsel of the
District.
4) Rcvicw inaurancc Colic= -, and coverage amounts of District vendors.
IV. Ancillary Services
The Administrator may develop additional tools and programs, as may be appropriate, to facilitate interest
and participation in the Program. Administrator will only provide such ancillary services with the
advance approval of the Authority, such approval not to he unreasonably withheld. Such ancillary
services currently offered by Administrator include development and administration of a green business
certification and marketing program for businesses (including those that do not utilize the financing
program). Examples of future ancillary services may include, but are not necessarily limited to;
workforce or energy auditor training programs; an online marketplace of green technologies (such as
those used in Qualifying Improvements); a carbon -offset / environmental attribute and marketing program
that helps participating property owners lower their environmental impact through a purchase of offsets or
environmental attributes or earn a fee for the sale of carbon offsets or environmental attributes that they
may own and wish to sell; a rewards program; or any other program or service that furthers the broad
goals of the Program.
V. Fee Schedule
The Administrator shall be entitled to impose and collect fees and charges intended to sustain the
operation of the Program in accordance with prudent financial management standards. Such fees shall
include (i) community opt-in fees; (ii) finance program closing fees; and (iii) ongoing finance program
administration fees. From time to time the Authority and the Administrator will evaluate the Program
fees to ensure that the Program is priced to be competitive in the marketplace. The initial Schedule of
Fees is as set forth in Schedule 1.
Schedule 1
Fee Schedule
Community Opt -In Fee Schedule
Tier Opt-Out e O
i Opt-in With
Based O s ' e e
Later. Free.
e !
Tier 1
(0-19,999) Free $12,500 $6,250 No charge $10,000
Tier 2
(20,000 — 74,999) Free $15,000 $7,500 No charge $12,500
Tier 3
(75,000 — 199,999) Free $17,500 $8,750 No charge $15,000
Tier 4
(200,000 — 499,999) Free $20,000 $10,000 No charge $17,500
Tier 5
(500,000+) Free $22,500 $11,250 No charge $20,000
'Opt-in Foos cover the upfront legal costs of establishing the district as well as the technology set -up costs of
adding the community to the Program web platform.
Finance Program Closing Fee Schedule
Small Commercial Large Commercial
(<N 1 00 1 40 0 )
Application Processing $S0 $0 $0
Fee Waived Waived
Simple Buildings: Simple Buildings:
- $0.02 /sq ft (lighting) - $0.02/sq ft (lighting)
Energy Audit ** $0 02 /sq ft -$0. /sq ft - $0.06/sq ft (comprehensive)
(pass- through) (comprehensive)
Complex Buildings: Complex Buildings:
-$0.10 - $0.25/s ft -$0.10 - $0.25 /sq ft
Technical Project
Review $50 $195 $495
ass -throw h)**
Appraisal Fee
(optional) (pass- TBD Est. $2.5k - $5k Est. $5k - $1Ok
throw ) "
Title Search $425 $425 $425
(pas s-through)**
Jurisdiction $0 $0 $0
Set up Fee
$10 for 1'` page; $8.50
Recording Fee (Set by each add'1 page; $0.60 $10 for 1 page; $8.50 $10 for I page; $8.50 each
Florida statute) (pass- abstract fee plus doe. each add ' 1 page; $0.60 add ]page; $0.60 abstract fee
amp tax of abstract fee plus doe. plus doe. stamp tax of
through) ** stamp t ,000. stamp tax of $0.35/$1,000. $0.3551,000.
Origination Fee 2.5% of cost of the 2.5% of cost of the 2.5% of cost of the
improvement im ovement improvement
Bond Counsel Legal TBD TBD TAD
Fees (pass-through)"
Progress Payment
Request (if applicable) TBD $200 $200
Pre - install Site TBD $525 $525
Inspection (optional
Post - install Site TBD $675 $675
Inspection (optional
Debt Service Reserve
Fund TBD Est. 10% of financed Est. 10% of financed amount
(if required) amount (subject to lender (subject to lender approval)
roval)
* RNCirlNnflal Prater;ain FPPC only gn into pfferr if the Rpcidential Program k offered and heonmes available
pending resolution of legal uncertainty given FHFA, Fannie Mac and Freddie Mac litigation.
** Pass - through fees are estimates of third -party charges and are subject to change.
Finance Program Administrative Fees
small Iu Com m ercial
• , (<40,000 sq. I I 1
PACE District 0.5% of collected 0.5% of collected
0.5 of collected amount
Admin. Fee' amount amount
PACE District Legal 0.5% of collected 0.5% of collected
Fee (Incurred by amount amount 0.5% of collected amount
Authori
Property $150 /year- $150/year + $0.75/per
Appraiser $150/year + $0.75/per parcel
ass -thro W* $0.75 /per parcel parcel
Tax Collector 1 -2% of collections 1 -2% of collections 1 -2% of collections
(P ass-through)"
* Residential Program Fees only go into effect if the Residential Program is offered and becomes available
pending resolution of legal uncertainty given FHFA, Fannie Mae and Freddie Mac litigation.
** Pass - through fees are estimates of third -party charges and are subject to change.
1 The PACE District Administration fees cover the cost of the annual audit for the PACE governmental
authority along with district management fees and costs to manage the Authority, prepare the assessment
role, and to legally advertise and hold four (4) quarterly hearings per year.
2 District assessments are considered levied by the County for purposes of determining commissions under
Chapter 192, F.S. Payments must be paid quarterly.
8 Chapter 197, R.S. requires reimbursement In I he Prnprrty Appraiser for adminkWative rn_-S $150 per year
plus au euwual frr urt0.75 r pay cel suhlprt to the as�e ,sment
4 The amount of the fee is dependent a n the actual assessments, not to exceed 2%.
EXHIBIT B
CURRENT LIST OF SUBCONTRACTORS & LICENSES
Current List of Subcontractors
Erin L. Deady, P.A.
EcoChamber, Inc.
Lewis, Longman & Walker, P.A.
Renewable Funding, LLC
Demeter Power Group, Inc.
Special District Services, Inc.
Zamia Ventures, LLC
Green Bureau, LLC
Current List of Licenses
Demeter Power Group, Inc_ d /b /a Demeter Fund CPACE3P`"')
Green Bureau, LLC (web -based sustainability tool)