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Home My WebLink AboutDocumentation_Regular_Tab 10_06/09/2016 � � CORI3ETT, WHITE, �G� DAVIS �N�� ASHTON, r��. KEITH W. DAVIS ATTORNEY AT LAW Board Certified in Cih�, Caunfijand Lcal Goz�erturrentLnw MEMORANDUM TO: Mayor Brennan, Vice Mayor Arena, Council Members D'Ambra, Okun and Paterno CC: Manager Couzzo, Clerk McWilliams FROM: Attorney Davis DATE: May 18, 2016 RE: Agenda Item — Revised PACE Interlocal Agreement The following describes in detail the above referenced agenda item: Please see the attached correspondence dated April 28, 2016, as well as the associated documentation. Note that in addition to the technical revisions to the interlocal agreement, it is currently expected that residential applications will begin to be accepted later this summer. : ��::� � � �F�. ' . i '� : . � _ � . � � `'° � '"`'' Finance Authority April 28, 2016 Mr. Michael Couzzo, Jr. Village of Tequesta Village Manager 345 Tequesta Drive Tequesta, FL 33469 Re: Florida Green Finance Authority Second Amended and Restated interlocal Agreement Dear Member of the Florida Green Finance Authority: This provides an update on the Property Assessed Clean Energy �"PACE") program administered by the Florida Green Finance Authority ("Authority"} and requests that you approve and adopt an Amendment to the Authority's Interlocal Agreement you previously signed. Just for review, PACE programs are authorized in Florida by Section 163.08, F.S. and provide funds to property owners to finance energy efficiency, renewabie energy and wind resistance improvements. The funds are repaid through the property owner's tax bill and the program is entirely voluntary. Update on our PACE Pro�ram In September 2012, your local government signed on to an Interlocal Agreement to participate in the Florida Green Energy Works Program administered by the Authority. Shortly after that, the Florida Green Finance Authority sought to validate bonds for funding the energy retrofits and improvements that property owners could undertake. That bond validation was appealed to the Florida Supreme Court, but that appeal was dismissed and the bonds of the Authority were upheld. This created an approximately 18 month delay in the launch of the program. Toward the end of 2015, EcoCity Partners, 13C, the company that won the competitive bid to administer the program was acquired by Renew Financial, LLC. Renew Financial is one of the largest PACE providers in the U.S. and is currently working in ten (10) states on energy financing programs, they have processed over 100,000 applications for financing and have completed $650,000,000 in PACE and PACE-like financings to date. The program administered by the Florida Green Finance Authority is now called "RenewPACE" and has significantly more capacity, resources and is on a rapid track for success available in over 29 individual governments across eight (8) counties. To date, we have completed three (3) commercial PACE projects valued at $2.4 Million. Now with the bond validation appeal behind us, and significantly more administrative capacity, we are approaching full launch of the residential component of our PACE program this summer. We have also added a strong consumer protection component to our program to address elderly participants, management of contractors, property eligibility, complaints and dispute resolution, consumer and data privacy and marketing of the program. Amendments to the Interlocal A�reement Attached please find a strike underline version of the Second Amended and Restated interlocal Agreement of the Authority. The First Amended and Restated Interlocal Agreement was executed by the Towns of Lantana and Mangonia Part on August 11, 2014 at the same time we were pursuing our 1 bond validation which was appealed. This document is provided to you for review and written approvai. Now that the appeal has been dismissed and we are back on track to fully launch the program, we are asking that all participants approve and adopt the most recent version of the lnterfocal Agreement. The changes reflect updates to make the program more Plexible and the governance structure mare workable. This aiso brings the Interlocal Agreement into compCiance with recent statutory changes and impartantly provides a geographically diverse, but representative Board camposition. For canvenience, strike underline revisions have been made ta the foHawing sections: • Section 4- modified to prohibit the Autharity from providing services or �conducting activities without laoth the executinn of a Party Membership Agreement ("PMA") and passage of a resoiutian by the incoming jurisdiction(s); • Section S(a) — added to define Additional Parties; • Sectian 5(g} - modified the requirement to become a Party to the lnterlocal Agreement to include execution of a PMA and passage of a resoiution by the incoming }urisdiction{s}; • Section 5(i) - modified to redefine the service area of the Authority as the geographic area comprising all of the jurisdictional boundaries of all the Parties; • Sectian 7- modified to allow limiting, expanding or more specifical(y designating the boundaries of the Authority service area in writing by any of the member Parties; • Section 10 - revised to indude population diversity on the Board, at-large Directors on the Baard, City and County Soard representation; set Director term limits; define Officers and establish term Iimits and electian pracedures; require 30-day written no#ice of Director resignation; and eliminate Board compensation; further clarify the composition of the Authority Board of Supervisors and provide additional flexibility for quorum purpases; • Section 12 - revised to allow far the use of communications media technolagy (as permitted by state law) in establishing a quorum; • Section 13 - revised to reflect that the administrative functions of the Authority are carried out by the third-party administrator in accordance with an Adminis#rator Services Agreement and that the Authority may hire legat counsel as desired; + Section 17 - revised to further reflect that neither the In#erlocal Agreement nor the bonds issued for program fiurtherance constitute a general debt, IiabifiCy or obligation of, or pfedge of the faith and credit of any other Party to the agreement. Further additions made cfear that bond issuance daes not obtigate any Party to the agreement to ievy or pledge any form af taxatian or make any appropriations for their payment; • Section 23 — revised to refiect assignment of the third-party administrator agreement from the Authority to Renewable Funding LLC; • Section 28 - revised to include a provision for filing fihe fnterlocal Agreement in subsequent jurisdictions per their established processes; and • Section 31- amended to require ratification of a writ#en dacument by at least 75% of the Parties to make changes, amendments, alterations or modifications to the tnterlocal Agreement terms and conditions. Your written approval of the Second Amended and Restated tnterlocal Agreement is requested. For cvnvenience, attached is a draft Resolution #or use in approving and adopting the revised lnteriocal Agreement. Once passed, please provide the executed resolution acknowledging your approval and adoption of the Secand Amended and Restated Interlocal Agreement to: � Florida Green Finance Authority c/o Special District Services, inc. 2501 Burns Roads, Suite A Palm Beach Gardens, FL 33410 Please da not hesitate to contact either myself at (561) 586-7116 or erin@cieadvlaw.com ar Devesh Nirmul at (813) 230-7704 or dnirmul@renewfinanciaLcom if you have questions. Sincerely, -_ � _ ��_ �� .._��_ �<<' _.. Erin Deady, Esq. ` - Erin t. Deady, P.A. Attachments 3 RESOLUTION NO. 16-16 A RESOLUTION OF THE COUNCIL OF THE VILLAGE OF TEQUESTA, FLORIDA, AUTHORIZING THE MAYOR OF THE VILLLAGE OF TEQUESTA TO APPROVE AND ADOPT THE SECOND AMENDED AND RESTATED 1NTERLOCAL AGREEMENT EXECUTED BY THE TOWNS OF LANTANA AND MANGONIA PARK WHICH FURTHER UPDATES THE BOARD OF SUPERVISORS' STRUCTURE FOR THE FLORIDA GREEN FINANCE AUTHORITY; PROVIDES FOR MORE FLEXIBILITY IN OBTAINING A QUORUM OF THE BOARD; CHANGES THE PROGRAM NAME; PROVIDES AN EFFECTIVE DATE; AND FOR OTHER PURPOSES. WHEREAS, the Towns of Mangonia Park and Lantana are the originating parties in the creation of the Florida Green Finance Authority ("Authority"), providing Property Assessed Clean Energy ("PACE") funding for energy efficiency, renewable energy and wind resistance upgrades to commercial and residential(near future) property in the Village of Tequesta; and WHEREAS, due to the continued statewide growth of the Florida Green Finance Authority, the interlocal agreement creating the Authority was in need of revision; and WHEREAS, specific revisions to the program name, Board of Supervisors' composition and appointment, quorum requirement and process for establishment, and program administration, were necessary for the future operation of the Authority; and WHEREAS, the Board of Supervisors of the Florida Green Finance Authority has approved such amendments to the interlocal agreement, as contained in the Second Amended and Restated Interlocal Agreement attached hereto, and has directed that they be brought back to the originating parties for adoption; and WHEREAS, the Council of the Village of Tequesta believes the adoption of the Second Amended and Restated Interlocal Agreement serves the best interest of the Florida Green Finance Authority as well as the residents and businesses located within the Village. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE VILLAGE OF TEQUESTA, FLORIDA, THAT: Section 1: The above declarations are true and accurate, and are incorporated herein. Section 2: The Council of the Village of Tequesta, a municipal corporation, hereby authorizes the Mayor of the Village of Tequesta to approve and adopt the Second Amended and Restated Interlocal Agreement on behalf of the Village. Section 3: This Resolution shall take effect immediately upon adoption. 1 SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT FORMING THE FLORIDA GREEN FINANCE AUTHORITY This Interlocal Agreement (the "Agreement") is entered into between the Town of Lantana, Florida, a Florida municipal corporation ("Lantana") the Town of Mangonia Park, Florida, a Florida municipal corporation, ("Mangonia Park") (together the "Originating Parties") and those additional cities and counties that have and hereafter execute a Party Membership Agreement as defined herein, (the "Additional Parties") and that altogether comprise 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, Lantana and Mangonia Park with the Additional Parties 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 alternative methods of making local municipal improvements, including the type of "qualifying improvements" sought to be provided by this Agreement; and WHEREAS, pursuant to Sections 163.08, 170.01, and 170.201, F.S. and this Agreement, Lantana has created a"qualifying improvements" program entitled "RenewPACE"; 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 WHEREAS, Section 166.021, F.S., authorizes 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 speciallaw; and 1 WHEREAS, Section 163.08, F.S., provides that property retrofitted with energy-related "qualifying improvements" receives a special benefit from reduced energy consumption, benefits from the reduced potential for wind damage and assists in the fulfillment of the state's energy and hurricane mitigation policies; and WHEREAS, Lantana and Mangonia Park together with the Additional Parties have determined that it is necessary and appropriate to establish various obligations for future cooperation between themselves and the Authority related to the financing of qualifying improvements within the Authority; and WHEREAS, this Agreement shall be administered pursuant to the terms and conditions herein; and WHEREAS, Lantana, Mangonia Park and the Additional Parties have determined that it shall serve the public interest to enter into this Agreement to make the most efficient use of their powers by enabling them to cooperate on a basis of mutual advantage to provide far 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. Purpose. The purpose of this Agreement is to provide the most economic and efficient means of implementing a financing program for qualifying improvements on property owners' lands within the Authority's Service Area and to provide additional services consistent with state law. Section 3. Creation of the Authoritv. By execution of this Interlocal Agreement there is hereby created, pursuant to Section 163.01, F.S. and Section 163.08, F.S., the Florida Green Finance Authority ("the Authority"), a separate legal entity and public body with a11 of the powers and privileges as defined herein. Section 4. Le�al Authority/Consent to Serve the Authorit� 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 and as subsequently resolved by the Additional Parties, all powers available to the Authority under this Agreement and general law, including but not limited to, Chapters 125, 163, 166, 170, 189 and 197, F.S. may be implemented by the Authority within the jurisdictional boundaries of all Parties. The Parties do hereby consent and agree to levy and collect voluntary non-ad valorem assessments on properties, either individually or collectively through the Authority as permitted by law, as may be more specifically designated from time-to- time within their respective jurisdictions in accordance with the purposes of this Agreement and applicable law, to be repaid to the Authority. The Parties may also delegate the power to the Authority to levy and collect voluntary non-ad valorem assessments on properties within their 2 jurisdictions as pernutted by law. The Authority shall not act, provide its services ar conduct its activities within any Party's jurisdiction without the execution of this Agreement and passage of a Resolution within that jurisdiction. Section 5. Definitions. a. "Additional Parties" includes a11 cities and counties who execute a Party Membership Agreement to become part of the Authority. b. "Authority Board" sha11 be the governing body of the Authority, comprised of representatives from all Parties as defined herein. c. "RenewPACE 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. d. "Interlocal Agreement" or "Agreement" is defined as this Agreement including any amendments and supplements executed in accordance with the terms herein. e. "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. f. "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. g. "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 sha11 be known as an "Additional Party" or simply a"Party". To become a Party to this Agreement, a local govemment shall execute a Party Membership Agreement to the Florida Green Finance Authority in substantially similar form as the attached Exhibit B and passage of a Resolution within that jurisdiction. h. "Qualifying Improvements" are as defined in Section 163.08, F.S. in addition to any other improvements or services not inconsistent with state law. i. "Service Area" shall mean the geographic area comprising all of the jurisdictional boundaries of the Parties, except as such jurisdictional boundaries may be limited, expanded or more specifically designated, in writing with notice provided, from time to time by such Party or Parties, 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. 5ecNon 6. Representation on the Authority Board. The Originating Parties, and a11 Additional 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, which 3 boundaries may be limited, expanded or more specifically designated, in writing with notice provided, from time to time by a Party. This is also the Authority's Service Area. Section 8. Role of the Authoritv. As contemplated in this Agreement, the Authority will uniformly facilitate and assist the 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 and with securing the repayment of costs of qualifying improvements for those individual properties participating in the RenewPACE 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 sha11 exercise any or all of the powers granted under Sections 163.01, and 163.08, F.S., as well as powers, privileges or authorities which each local government might exercise separately, as may be amended from time to time, which include, without limitation, the following: a. To finance qualifying improvements within the Authority Service Area and to facilitate additional improvements or services consistent with law; including, but not limited to, acquiring, constructing, managing, maintaining or operating buildings, works or improvements; b. To make and enter into contracts in its own name; c. To enter into any interlocal agreement as necessary to exercise powers conferred by law; d. To appoint committees to assist with implementation of this Agreement; e. To employ agencies, employees, or consultants; f. To acquire, hold, lease or dispose of real or personal property; g. To borrow money, incur debts, liabilities, or obligations which shall not constitute the debts, liabilities, or obligations of the Originating Parties or any of the Parties to this Agreement; h. To levy and collect assessments, or assist in the levy and collection of assessments, either as the Authority or on behalf of a Party as permitted 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 a Party; k. To cooperate with or contract with other governmental agencies as may be necessary, convenient, incidental, or proper in connection with any of the powers, duties, or purposes authorized by Section 163.08, F.S., and to accept funding from local and state agencies; 4 I. To exercise a11 powers necessary, convenient, incidental, or proper in connection with 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 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. Only Parties, through their governing bodies, may appoint representatives to serve as an Authority Board Director. a. Initial Board Composition. The Initial Board shall be comprised of one Directar appointed by the governing body of each Originating Party plus five (5) additional Directors to be appointed by the governing bodies of Additional Parties that join the Authority pursuant to paragraph b. l) below. Upon expiration of their terms as set forth in subparagraph c. of this section, the Initial Board seats shall be filled in the manner set forth below in subparagraph b. of this section. b. Rules of A�pointment. To encourage broad geographical and diverse jurisdictional representation across the State, the Authority desires Directors from local governments both large and small, including cities and counties representative of the diverse participating regions from throughout the State of Florida. To the extent that their application is practical, in terms of being able to establish a quorum of Directors to conduct Authority business and in terms of the actual breadth of the Authority's Party membership at any given time, the following rules of appointment shall apply to the selection of Directors: 1) Geo - �raphic Diversit� To the extent that the Authority has party members in each such boundary area, and to the extent practical, one (1) Director shall be appointed from among the Parties located within the boundaries of each of the five (5) water management districts as defined in Chapter 373, F.S. Additionally, following the expiration of the Initial Board term limit, and to the extent practical, no more than three Directors from Parties located within the same water management district boundary should be seated to serve at the same time. 2) Population Diversitv. To the extent practical, the Board shall include one Director from a Party having a population of 500,000 or more residents. To the extent practical, the Board sha11 also include one Director from a Party having a population of less than 20,000 residents. 5 3) City and County Representation. To the extent practical, the Board shall be comprised of Directors representing at least three (3) cities and representing at least three (3) counties. 4) Ori inating Party Directors; At Large Directors. Each Originating Party is entitled to a permanent Director seat at all times. In the event that an Originating Party does not appoint its Director, such seat shall become an"at- large" seat. The Board may include up to two (2) At Large Directors. When an at-large Director seat is established and becomes available, any Party that does not already have a representative on the Board may nominate a representative to be considered for an At Large Director seat. At Large Director seats shall each be filled by majority vote of the other five (5) Directors. When selecting an At Large Director from among the representative nominees, the Board shall consider the geographic, population, and county/municipal factors stated in the Rules of Appointment, together with the Order of Appointment set forth in paragraph b.5) as well as any other factors that they believe to be relevant in order to achieve and/or maintain diversity on the Board. 5) Order of Appointment. As Additional Parties join the Authority, their governing body receives the right (but not the obligation) to appoint a Board member on a"first come-first served" basis, within the parameters of paragraphs b.1) through b.4) above. A Party who has a sitting Director may substitute that Director for another one from that local government jurisdiction any time upon notification to the Authority to serve out the remainder of a term. Each Party's right resets either after expiration of their Board Term, or after the Party is given the option of appointing a representative to the Board and chooses not to do so except for the Originating Party Directors as specified in paragraph b.4). 6) Expertise of Directars. Parties shall strive to appoint Directors with expertise in finance, administration and/or special assessments. c. Director Term Limits. All Board of Director terms shall be three (3) years. However, in the event that successor Directors are not appointed to serve pursuant to the parameters of paragraphs b. l) through b.4) above, then the term limited Director may serve additional terms until a successor is appointed at the end of any such additional term. d. Officers. The Board shall be governed by a Chair, a Vice Chair, a Secretary and a Treasurer. 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 sha11 act as Chair during the absence or disability of the Chair. The Secretary, which officer role may be delegated to a member of Staff, shall keep all meeting minutes and a record of all proceedings and acts of the Board and shall be responsible for ensuring that Board meeting minutes are distributed to all Directors and Parties in a reasonable time period after the subject meeting. 'The Treasurer, which officer role 6 may be delegated to a member of Staff, shall be responsible for managing and presenting the Authority Budget. The Chair and Vice-Chair shall be elected from the current Board membership and all officer terms shall be set as one (1) year terms and shall commence on October ls of each year. The Board shall re-organize no later than September 30 for the subsequent fiscal year. e. Board Powers and Duties. The Authority Board shall act as the governing body of the Authoriry and shall have, in addition to a11 other powers and duties described herein, the following powers and duties: 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 or rules of procedure, or amend those initially adopted by the Originating Parties. 4) To fix the location of the principal place of business of the Authority and the location of a11 of�ces maintained thereunder. 5) To create any and all necessary offices in addition to Chair, Vice-Chair, Secretary and Treasurer; to establish the powers, duties and compensation of a11 employees or contractors; and to require and fix the amount of all non-ad valorem assessments and/or fees necessary to operate the RenewPACE Program. 6) 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/ar legal services to the Authority, and to employ and hire such other consultants as it deems appropriate through any procedure not inconsistent with law. 8) As applicable and available, nothing herein shall limit the Authority's ability to pursue actions or remedies pursuant to Chapter 120, F.S. f. Resi an� Any Director may resign from service upon providing at least thirty (30) days 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. Additionally, any Authority Board Director who is absent far three (3) Authority Board meetings within any given year, unless excused by majority vote of the Board, may, at the discretion of the Board, be deemed to have resigned from the Authority Board. Any Director who resigns sha11 be replaced in accordance with 7 the Rules of Appointment set forth in subparagraph (b) above. Any resigning Director shall immediately turn over and deliver to the Authority Board Secretary all records, books, documents or other Authoriry property in their possession or under their controL If extenuating circumstances require appointment of an interim Director necessary to enable the Authority to operate, an interim Director may be appointed by majority vote of the Authority Board until such time as a permanent successor can be seated. g. Board Compensation; Ex enses. Authoriry Board Directors, as representatives of the local government Parties to this Agreement, shall serve without compensation. Reasonable travel or Authority-related expenses for Authority Board Directors shall be reimbursable as pernutted by Florida law. Section 11. Meetings of the Authority Board. a. Within thirty (30) calendar days of the creation of the Authority, or sooner if _ feasible, the Originating Parties sha11 hold an organizational meeting to appoint officers and perform other duties as required under this Agreement. b. 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 sha11 have regular, noticed, quarterly meetings at such times and places as the Authority Board may designate or prescribe. In addition, special meetings may be called, from time to time, by the Authority Board Chair, or by a majority vote of the Authority Board. A minimum of 24 hours notice to the public and all Authority Board Directors shall be given far 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. A quorum may be established by both in person attendance and attendance through communications media technology, as allowed by state law, and pursuant to policy adopted by the Board. 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 ar approve any action, unless otherwise provided herein. Section 13. Authoritv Staff and Attorney. The Authority's administrative functions shall be carried out on a day-to-day basis by the Third-Party Administrator and its subcontractors in accordance with the Administration Services Agreement attached as Exhibit A, as it may be updated and amended from time to time noticed to all Parties to this Agreement. The Third-Party Administrator shall be delegated with a11 duties necessary for the conduct of the Authority's business and be delegated with the exercise of the powers of the Authority as provided in Section 8 163.01 and Section 163.08, F.S. The Authority may a�se hire legal counsel to serve as its General Counsel. Section 14. Authorized Official. The Authority Board Chair or its designee 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. Additional Parties. With the express goal of expanding to offer services to all Florida local governments, the Originating Parties to this Agreement support and encourage the participation of Additional Parties as contemplated herein. Section 16. Funding the Initial Program. Funding for the Authority shall initially be from grant funds or other funds acquired by the Originating Parties and/ar Additional Parties. Far the initial establishment of the Authority, contributions can be made to the Authority as permitted by law. Section 17. Debts of the Authoritv 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. Any debts, liabilities, or obligations of the Authority do not constitute debts, liabilities or obligations of the Originating Parties ar any Additional Party to this Agreement. Neither this Agreement nor the bonds issued to further the program shall be deemed to constitute a general debt, liability, ar obligation of or a pledge of the faitl� and credit of any other Party to this Agreement. The issuance of bonds as contemplated by this Agreement shall not directly, indirectly, or contingently obligate any Party to this Agreement to levy or to pledge any form of t�ation whatsoever therefore, or to make any appropriation for their payment. Section 18. Annual Budget. a. Prior to the beginning of the Authority's fiscal year, the Authority Board will adopt an annual budget. Such budget shall be prepared in the manner and within the time period required for the adoption of a tentative and final budget for state governmental agencies pursuant to general law. The Authority's annual budget shall contain an estimate of receipts by source and an itemized estimation of expenditures anticipated to be incurred to meet the financial needs and obligations of the Authority. b. The adopted Budget shall be the operating and fiscal guide for the Authority for the ensuing Fiscal Year. c. The Board may from time to time amend the Budget at any duly called regular or special meeting. Section 19. Re��orts. a. Financial reports: The Authority shall provide financial reports in such form and in such manner as prescribed pursuant to this Agreement and Chapter 218, F.S. Both quarterly and annual financial reports of the Authority sha11 be completed in 9 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 sha11 cause to be conducted: (i) an independent financial audit and (ii) an independent performance audit performed in accordance with generally accepted accounting practices and as applicable by state law. d. Reports to be public records: All reports, as well as supporting documentation such as, but not limited to, construction, financial, correspondence, instructions, memoranda, bid estimate sheets, proposal documentation, back charge documentation, canceled checks, and other related records produced and maintained by the Authority, its employees and consultants shall be deemed public records pursuant to Chapter 119, F.S., and shall be made available for audit, review or copying by any person upon reasonable notice. Section 20. Bonds. The Authority Board is authorized to provide, from time to time, for the issuance of bonds, or other legally authorized form of finance, to pay all or part of the cost of qualifying improvements in accordance with law. Section 21. Schedule of Rates and Fees a. Upon the creation of the Authoriry as set forth in this Agreement, the Authority Board sha11 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 Additional 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 RenewPACE 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 far such purposes, shall be sufficient at all times to pay the expenses of operating and maintaining the RenewPACE Program. This shall include any required reserves for such purposes, the principal of and interest on bonds, or other financing method, 10 as the same shall become due, and to provide a margin of safety over and above the total amount of any such payments, and to comply fully with any covenants contained in the proceedings authorizing the issuance of any bonds or other obligations of the Authority. c. The rates, fees or other charges set pursuant to this section shall be just and equitable and uniform for users and, where appropriate, may be based upon the size and scope of the financial obligation undertaken by a Participating Property Owner. All such rates, fees or charges sha11 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 sha11 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 sha11 not be subject to the supervision or regulation by any other commission, board, bureau, agency or other political subdivision or agency of the county or state. e. In the event that any assessed fees, rates or other charges for the services and financing provided by the Authority to Participating Property Owners sha11 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 af the Authority. Section 23. Procurement; Pro ar� m 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 RenewPACE Program. The Originating Parties and all Additional Parties understand and acknowledge, and the Town of Lantana represents and warrants that, the procurement for the initial TPA was performed in accordance with its adopted procurement procedures. Pursuant to said procurement procedures, "EcoCity Partners, L3C" was hired as the TPA. The "Florida Green Energy Works Program Administration Services AgreemenY' between Lantana and EcoCity Partners, L3C is attached hereto as Exhibit 1 and is hereby incorporated by 11 reference. The initial Florida Green Energy Works Program Administration Services Agreement, as amended, was assigned by the Authority to Renewable Funding LLC on March 10, 2016. Section 24. Term. This Interlocal Agreement shall remain in full force and effect from the date of its execution by the Originating Parties until such time as there is unanimous agreement of the Authority Board to dissolve the Authority. Notwithstanding the foregoing, dissolution of the Authority cannot occur unless and until any and all outstanding obligations are repaid; provided, however, that any Party may terminate its involvement and its participation in this Interlocal Agreement upon thirty (30) days' written notice to the other Parties. Should a Party terminate its participation in this Interlocal Agreement, be dissolved, abolished, or otherwise cease to exist, this Interlocal Agreement shall continue until such time as all remaining Parties agree to dissolve the Authority and all special assessments levied upon Participating Property Owners properties have been paid in full. Section 25. Consent. The execution of this Interlocal Agreement, as authorized by the government body of the Originating Parties and any Additional Party shall be considered the Parties' consent to the creation of the Authority as required by Sections 163.01 and 163.08, F.S. Section 26. Limits of 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, a11 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 Additional 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 ar employees of the Authority or by any other action by the Authority ar another member of the Authority and the Authority sha11 be solely liable for the actions of its officers, employees or agents to the extent of the waiver of sovereign immunity or limitation on liability provided by Chapter 768, F.S. Except as may be otherwise specified herein, the Parties shall each individually defend any action or proceeding brought against their respective agency under this Agreement, and they shall be individually responsible for all of their respective costs, attorneys' fees, expenses and liabilities incuned 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 a11 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 12 768.28, F.S., which sets forth the partial waiver of sovereign immunity to which governmental entities are subject. It is expressly understood that this provision sha11 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 sha11 be deemed to have been given if sent by hand delivery, recognized overnight courier (such as Federal Express), or certified U.S. mail, return receipt requested, addressed to the Party for whom it is intended, at the place specified. The Originating Parties designate the following as the respective places for notice purposes: Lantana: Town Manager Town of Lantana 500 Greynolds Circle Lantana, Florida 33462 With a Copy to: Lohman Law Group, P.A. 601 Heritage Drive, Suites 232-232A Jupiter, FL 33458 Attn: R. M� Lohman, Esq. Mangonia Park: Town Manager Town of Mangonia Park 1755 East Tiffany Drive Mangonia Park, Florida 33407 With a Copy to: Corbett, White, Davis and Ashton, P.A. 1111 Hypoluxo Road, Suite 207 Lantana, FT. 33462 Attn: Keith W. Davis, Esq. Section 28. Filin�. It is agreed that this Interlocal Agreement sha11 be filed with the Clerk of the Circuit Court of Palm Beach County, as required by Section 163.01(11), F.S., and may be filed in subsequent jurisdictions pursuant to the appropriate process of public-record filing in that particular jurisdiction. 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 Counterparts. 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, Amendments. This Agreement incorporates and includes all prior negotiations, correspondence, agreements or understandings applicable to the matters contained 13 __ - - _ herein; and the Parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the Parties agree that no deviation from the 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 that is ratified or approved by at least seventy-five (75%) of the Parties to this Interlocal Agreement, which ratification or approval shall be expressed in writing by such Party and delivered to the Authority in a form upon which the Authority can rely, and the Authority has made a finding to that effect in the manner specified in Section 12 of this Interlocal Agreement. Section 32. Assi nment. The respective obligations of the Parties set forth in this Interlocal Agreement shall not be assigned, in whole or in part, without the written consent of the other Parties hereto. Section 33. Records. The Parties shall each maintain their own respective records and documents associated with this Interlocal Agreement in accardance with the requirements for records retention set forth in Florida law. Section 34. Compliance with Laws. In the performance of this Agreement, the Parties hereto shall comply in all material respects with all applicable federal and state laws and regulations and all applicable county and municipal ordinances and regulations. Section 35. Governing Law and Venue. This Interlocal Agreement shall be governed, construed and controlled according to the laws of the State of Florida. Venue for any claim, objection or dispute arising out of the terms of this Interlocal Agreement shall be proper exclusively in Palm Beach County, Florida. Section 36. Severabilitv. In the event a portion of this Interlocal Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective to the extent possible. Section 37. Effective Date and Joinder by Authoritv. This Interlocal Agreement shall become effective upon its execution by the Originating Parties. It is agreed that, upon the formation of the Authority, the Authority sha11 thereafter join this Interlocal Agreement and that the Authority shall thereafter be deemed a Party to this Interlocal Agreement. Section 38. No Third Party Rights. No provision in this Agreement shall provide to any person that is not a party to this Agreement any remedy, claim, or cause of action, ar 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 Pa1m 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 14 the activities of Palm Beach County, its officers, agents, employees, and lobbyists, as well as the activities of all municipalities in the county, and their officers, agents, employees, and lobbyists, in order to ensure compliance with contract requirements and detect corruption and fraud. Failure to cooperate with the Inspector General or interference or impeding any investigation sha11 be in violation of Chapter 2, Article XIII of the Palm Beach County Code of Ordinances. [Remainder of page intentionally left blank.] 15 IN WITNESS WHEREOF, the Originating Parties hereto have made and executed this Interlocal Agreement on this day of , 2016. ATTEST: Town of Lantana, a municipal corporation of the State of Florida BY: BY: Town Clerk Town Manager (Affix Town Sea1) Approved by Town Attorney as to form and legal sufficiency Town Attorney ATTEST: Town of Mangonia Park, a municipal corporation of the State of Florida BY: BY: Town Clerk Town Manager (AffiY Town Seal) Approved by Town Attorney as to form and legal sufficiency Town Attorney 16 _ __ �=1�=I' S��C��lll aitlW��1��) -��1� IZii: �',�"��:�� INTERLOCAL AGREEMENT ��:'4 `��,�=�� I� THE FLORIDA GREEN FINANCE AUTHORITYe �'� l-��"� � °� � � �= �-�'�=�: .;�..=� �-4 � ��)-=�'l�-'i,r�rr_r,_,�-s-;�a-a:i �►�r��n�°r a v,�� This Interlocal Agreement (the "Agreement") is entered into between the Town of Lantana, Florida, a Florida municipal corporation ("Lantana") �-the Town of Mangonia Park, Florida, a Florida municipal corporation, ("Mangonia Park") (together the "Originating Parties'==�--��c��'?_�.z��; _ __. I�1(i5� siC�(� i1t7�7:3� CIi1l=S i.11l(1 CC?�ii3llti;'� ls9 l. ��+.R�-c Ill. S'+ � Iii+�E i;�;�_'ti;U t ti �}'��`+/ 1��iPl1�7C:1''�a3( ) r`+�i. lt '111CI1u __.. ---..� -- -- . _ __— _.,_ � �— — —.,o_�__ .— � 1�; ��tinf,��' !�de��ei��. ; ii�r� °A�Liciitiona I' �rt�t ;'= ��r� �t��±t a�it�> ;��t1��9�_��r��i��_ Che 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 far their mutual benefit; and � WHEREAS, ��-Lantana and Mangonia Park, ��i�l�: t��_Aa�c�itid�r��_': P��r 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 alternative methods of making local municipal improvements, including the type of "qualifying improvements" sought to be provided by this Agreement; and WHEREAS, pursuant to Sections 163.08, 170.01, and 170.201, F.S. and this Agreement, � Lantana has created a"qualifying improvements" program entitled "�::n��a-a��C_��-��-�-�� €-�-�-��=��:"; 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 1 � WHEREAS, Section 166.021, F.S., autharizes--�--��+-:�r��-��-��-!�:� municipalities to exercise any power for municipal purposes, except when expressly prohibited by law, and Section 125.01 F.S. grants counties the power to carry on county government to the extent not inconsistent with general or special law; and WHEREAS, Section 163.08, F.S., provides that property retrofitted with energy-related "qualifying improvements" receives a special benefit from reduced energy consumption, benefits from the reduced potential for wind damage and assists in the fulfillment of the state's energy and hurricane mitigation policies; and � WHEREAS, ��-i-�-Lantana and Mangonia Park_,� ��:1�L� tis��it°� d�,° ��rcitiatis�� ' €y:_�z��:� have determined that it is necessary and appropriate to establish various obligations for future I cooperation between �-�-r��,-A�lzr�-+-��. ` e-as��:�-;��,��}f��-�?-�t-��ti��d�,�94Yt��;t_i� ��a; an�i the Authority related to the financing of qualifying improvements within the Authonty; and WHEREAS, � �:�,:,�„ .',�" .,�'°,,:. ;,�'��_�-this ��k�e�t�-Agreement; ,ll.�if be t:�cl��r�fst�i ,3�7i�st�an:_�� rai�� t� � and c<�nditions herein; an�i WHEREAS, Lantana-�. Mangonia Park_ ��u_��e _��c��itic> ��1 '��a have determined that it shall serve the public interest to enter into this Agreement to make the most efficient use of their powers by enabling them to cooperate on a basis of mutual advantage to provide for the financing of qualifying improvements within the Authority. NOW, THEREFORE, in consideration of the terms and conditions, promises and covenants hereinafter set forth, the Originating Parties agree as follows: Section 1. Recitals Incorporated. The above recitals are true and correct and are hereby incorporated herein. Section 2. Purpose. The purpose of this Agreement is to provide the most economic and efficient means of implementing a financing program for qualifying improvements on property owners' lands within the Authority's Service Area and to provide additional services consistent with state law. � Section 3. Creation of the Authoritv. By execution of this Interlocal Agreement there is hereby created, pursuant to Section 163.01, F.S. and Section 163.08, F.S., the Florida Green Finance Authority ("the Authority"), a separate legal entity and public body with all of the powers and privileges as defined herein. � Section 4. Legal Authoritv/Consent to Serve the Authorit� 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 }'��t,� :� �_� ��t>�o�cl_a��_t;�e :-��c.t��rie,�zE�r Parties, all powers available to the Authority under this Agreement and general law, including but � not limited to, Chapters _,� ?�163 � h(;, 170, 189 and 197, F S may be implemented by the Authority within the �urisdictional boundaries of ��u� ��-�a -��1i Parties. The-4��-e�� 2 Parties do hereby consent and agree to levy and collect voluntary non-ad valorem assessments on � properties, either individually ar collectively s��-�r �� t��G ��LZ��I�� as permitted by law, xa_��s�� ry.' �'-0:�8`� ', �f.C!` �1�4' +� :��,? 'i�'� 4,t �� e� Wltlllll T�'101T T0Sp8CtIV0 �L1T1SC�1Cl10IIS lll accordance with the purposes of this Agreement and applicable law, to be repaid to the Authority. � The ��,��Parties s��t�� also delegate the power �_y� °° '�g�..� '��}i �� to levy and collect voluntary non-ad valorem assessments on properties within their �unsdictions as ��--permitted by law. The Authority shall not act, provide its services or conduct its activities within any Party's � junsdiction without the execution of this Agreement_ ��r:ci ,7a��a�e af a Resolution witl�in thi�. 1e.�1 �,�z � �,_��.�. Section 5. Definitions. � a. "Additional Parties ;�� ,:_ �a t�i+�E�, :r��,_,�,_�,�� r�:;_�_,t �� 9i;_ , ��,��, Membership Agreemerlt t�j becun�� art oi t11e�Autllor�t°� � �b. "Authority Board" shall be the governing body of the Authority, comprised of representatives from all Parties as defined herein. I ��c, "��:��c�� i'.-it��;�j"i�-�� - �g�+�w�_ _ �y,��=r� '�� -�-�� 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. �.ci. "Interlocal Agreement" or "Agreement" is defined as this Agreement including any amendments and supplements executed in accordance with the terms herein. �:c. "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. �-.f', "Participating Property Owner" is defined as a property owner whose property is located within the Service Area of the Authoriry and has voluntarily acquired financing from the Authority. #��;. _"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 far 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 :�_�d '°,��icditi4�a�a1 I'� ��tq �,{� aiw��,�i�� a"Party". To ��be�oflt�e a Party_�+.� t�tis ��rr.eruei�t, a local government shall execute ��r;��-e�€�� Party NI�.rnbes Agreement � �. the Florida Gre�ed� F�ina�lce Auth��ri�y iiz substantiall�similar forn� �� i�e 3�1 ��e�� 'a � �r1,7;T �3 �l:i<�' 3 '^�a�, .t;�s ' �I i'�i�',l)ijii! 4 ��lcl� ;�t9'i� �i±�`°,C`�11. �"--- -- �� "Qualifying Improvements" are as defined in Section 163.08, F.S. in addition to any other improvements or services not inconsistent with state law. �r� "Service Area" shall mean the geographic area comprising all of the � � juris�iictional boundarie� u� the Parties, �:��L�[ a.5 �; ucl� �e�l i5tl��tit:�; ��;! boundaries mav be ]imited, expanded or more �ecificallv ci� �i��,�1<ited, i� ��ritin;�, 1�, li�l i7C)ll4"� i37'C�4i��f:4�r �rl'?�u�J �I"'3;' lC� _ 1�04�° '.7V �i'tEC�9 °�'�ii`C�v ;?4' �"itC"3._s`�,":, Wlt�llll �7Pr �' OT1C��1 ----------____.._---__----—------- ._.__,.__— �.__.._ ------------- 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. 3 I Section 6. Representation on the Authority Board. The Originating Parties, and all ��i.c�itic��r��( Parties upon joining the Authority through execution of this Agreement, sha11 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-,._��I��:' �y�undaries mav be limited, expanci�c: u�� r�� 7c�.cE;l�a1��,__� ,;, � . : ''� �.�1-it��<_ �':° ' �i�<? �� from time to time b a Partv_ This is also the Authority's Service Area. Section 8. Role of the Authoritv. As contemplated in this Agreement, the Authority I will uniformly facilitate and assist the t--#=.:�-��.�-��r 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 t� _.��a� w�ith se ctiu�in�� the repayment of costs of qualifying improvements for those individual properties participating in the Renewl'A�'E �� r�a�r�-�-t�TT��u��;`� ::'�r-�-�: 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 Authoritv. The Authority shall exercise any or all of the powers granted under Sections 163.01, and 163.08, F.S., as well as powers, privileges or authorities which each local government might exercise separately, as may be amended from time to time, which include, without limitation, the following: a. To finance qualifying improvements within the Authority Service Area and to facilitate additional improvements or services consistent with law; including, but not limited to, acquiring, constructing, managing, maintaining or operating buildings, works or improvements; b. To make and enter into contracts in its own name; c. To enter into any interlocal agreement as necessary to exercise powers conferred by law; d. To appoint committees to assist with implementation of this Agreement; e. To employ agencies, employees, or consultants; f. To acquire, hold, lease or dispose of real or personal property; g. To borrow money, incur debts, liabilities, or obligations which shall not constitute the debts, liabilities, or obligations of the Originating Parties or any of the Parties to this Agreement; h. To levy and collect assessments, or assist in the levy and collection of assessments, I either as the Authority or on behalf of rt�€-�=��i�t-f�-i��-"�`�=�� Party as permitted by law; 4 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 I Area of the Authority or within the boundaries of t+�r-�a-��-�i;a�—F?�+�-�=-�±-� 4��I �=c�ta�� a Party; - k. To cooperate with or contract with other governmental agencies as may be necessary, convenient, incidental, or proper in connection with any of the powers, duties, or purposes authorized by Section 163.08, F.S., and to accept funding from local and state agencies; 1. To exercise all powers necessary, convenient, incidental, or proper in connection with any of the powers, duties, or purposes authorized in Section 163.08, 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 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. 'r'�° ,� ,.,',�,-;•�, �'��" "� R °,' �„ ,� . °21 r�' � °.� t 4 � . . . ..� .� . . . . ..� :> > . , . .. . .. ... b . L' � � � ) . . �� t fn tii /� �it}�`..-:t.. R`. via n� �Hao�@�f�t �5��(�lir�r@�icvcircu�tdv��$@F1'- "��(-?�= '., '� �; , . . . . . .., �=} �'. . , . . . . > � F��-E�ee--(��`o ,.�, .,a ,,, ��e�te�r��e��s�—a,��ne�-s°+�r�'t , . . TI1e �uthority shall be governed by a seven (7) member Board of Directors. Only Parties, throu;�l� _��1eir Qoverning bodies, mav appoint re�resentatives to serve as an Authority Board Director� . , _ a. Initial Board � � , y . . .� �-�1�--� •��°:��-�-� �, Composition. The IniCiai Board shall be comprised of one Director appointed by the �ov�;rning nodv ��i� �Eaci� O ��i�S�r,�r.td1 ��7 Party plus five (5) additional Directo►�s to b� appointed by the governing bodies of ' A�dditional Parties. '�„*;�..,�- �„' "�� tl��at"_j<,i�� 3�� .d�Y�,t�rstv pursuant to paragraph �b.l) below. Upur� expiration of their terms as set fortl� in sub ara�raph c. of this � °sectior�, �he Initial Board seats shall be filled 5 `il 111C t17i111If1',S� >ll jl7P��"s y'4'IdS�', ; C1 blii}�7i'I "s,?i�i�;"il l;. t)1 °lilti 1Lll1C)fl.`t�--t��+i?§Pf L=Hi}�t�� . �wCVO�`i Ob� ��J�Ol11tP�11E17�. �� l) �:d�1Ct)t�1�ti�T�.' c1-`ifi-k}1=l-z—i�G�(�i1(� l.�,�C).�.T�'�i(?��1C�1� aIlCl i�_ �r�'G''qe' iurisdictional representation across the State, the A�iChority desires DirtLt�7� fi local governments both large and small, includin� cities and counties representativ� of the diverse �articipatin�re,gions from throughout the State of Florida. To the extent that their a�lication is practical, in terms of bein� able to establish a quon�r�� of Directors to conduct Authoritv business and in terms of the actual breadth of ti� Authority's Party membership at an,�given timt. t�Q� �'� I�a71'�� ;r�T ��.l�:. ��, appointment shall a�ly to the selection of Director�=:� � 1) Geog�ra�hic Diversity. To the extent that the Authvrity �as �arty members ar� each such bound area, and to the exten t�ractical, one �(1) Director shall be �tgappointed from among the Parties located within the boundaries c�� each of the five (5) water mana�ement districts as defined in Chapter 373, F.S. Additionally followin� �i�rgthe expiration of the Initial Board term limie, and to the extent practical no more than three ��Directors from Parties located within the same wate�� ma.��ement� ciista boundary shc�uld be seat�U to �serve at the same tiil��t�. �;? Population Diversity. To tltc �xtcnt pr��tctical��t�, tne �3�ar�t shari inclucl� one Director from a Party having a population of 500,000 or mare resident� To the extent practical��, the Board shall also includc ��e Dir� ct��r fr�u�� a Party havin�a population of less than 20,000 residents. i 3) City and Count�epresentation. To the extent practical��, the Boar�i shall be comprised of Directors representing at ]east three (3) cities anc�C representing at least three (3) counties. -�) Ori ig natin�arty Directors; At Larg�= L)rr�cic1r�:. ��c:�} C_)��i��i.l��ti��<_� F'<rc entitled to a permanent Director seat at all times. lii the event Chat �� Ori�inating Party does not a�oint its Director such seat shall become an"aa_ lar�e" seat. r., ,.,ao,- �� ,v�� ,.►,; „a .,r� „ rko „�� ,.e„ „ �;,. �,. _ �^ u�.��,, «:�__ ,1„r; ,1; :r. rL.o A.,rl„�.-;r. ,,r r., rho .�rl�„�t�,. �F+- .,1„r; � i`v'i':.. ;";^" �'^ R^^r�' T�he Board mav°"�" �'�� ^'^�'° include up to two (2) �'�; I�ar�e Directors. When an at-la� Director seat is established and become�; �,ti ailable, any �y that does not ��already have a representative or� the Board may nominate� a representative �to be considered fo� an� °°�;„^ '�^* .,,'�;,.'� m r°*;f�°dAt Lar�e Director seat. � �{?�At Large Director seats shall each be filled by zrmajority vote of the ,,� ..«.�l Tl;,- cc��"cir'iiiczccnTCC i A 11 t;�,.��-. gtt ^ ��e-t�e�tt � e� �reet�r��n �x,��g�� ^ ^� *'�;.� � ��;^^, other five (5) Directors. When selecting an*"°�rAt Lar�e Director� from amon� the representative 7�c�minees the Board shall consider the e� phic, population, a1�cl ct�unty/municipal factors stated in the Rules of Appointment, t�:s� ,��ith the �rder E�f A�nointment s<t ��t>��th in �ura��raph b.5 j as well as any other �»�s 6 . ,. . .. i�, t'; �@i�6�faCtOIS Lllatt�le} ��s:11�� Itt �7L 1�'�:"v"al�➢� iii t 1�0 '��'RLLi ialt�tlt',�. maintain diversitv on the Boarc�. � � Sl h TL, T�, AiT„ ,�4' i „r., r�o � tho �''4+ '- f ri � �iv. iri �� •� �� riziii v� �iue' 0 0 o.,r..r: �.L..,11 V; o('1,., (.f rl,o A„rL,��,-;t. R�. r�l F r rL,o :r;. . - c� 2� �#e-A�tr , e�ee�-c�ki-�eeEe�'�e�t�t�-C-�i",-�L � , , . . .,�,,,o�* „� n „+ti,,,.;.., u,.,,,.a ,�;,.e„+,,..� .,,,a „�f;,.o,.� �ti�n �.,Uo ��o .,� .�,.� . �. .Order of Appointment. ;�=. A�dditional Parties loin the Authoriry their governin� body receives t�he ri� (but not the obli�ation) to ap�oint a Board member on a"first come-fir�,t served" basis, within the parameters of paragraphs b. l) throu�h b.4) above. ,-� Party who has a sittin� Director may substitute that Director for another ont from that local government jurisdiction any time u�on notification to tl�� Authority to serve out the remainder of a term. Each Party's ri�ht resets eith�� after eXpiration of their Board Term, or after the Party is given the option �� a�ointin a representative to the Board and chooses not t�� do s� except �or th Ori inatin�y Directors as specified in para�raph b.4).- ��_ Expertise of Directo,rs. Parties shall strive to a�oint Dir v�i�.f�� ti;e� ��r��be -- — - it� 4ir��in�c°, �ailnlir,�` z�,�;�� , ;��,i,.�� Li �: ��>�c��r;:�. n.• ,. ,�; �,,..,, n; ,.,. ��,.�tz ►,�ir��•s �. _ Director'Term Limits. �� s=a � . All Board of Director terms shai i be three (3) years. However, in the event that successor Directors are not appointe�Y to serve pursuant to the parameters of parag b. l) throu�h b.4) above, then th�- term limited Director mav serve additional teri��s_until a successor is a��aointed a� the end of any such additional tern�. d. Offieers. ThL B��u��d ti}sa?� he svz��er��i br �� Ci1��:s. <� �,"it �'}iar�, �, `��c�e�;.r�t .��zd sa Tre��s�rrL.r. The Chair shall preside at meetings of the Authoriry, 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, which officel role may be deIe�ated to a men�ber of Staff, shall keep all meeting minutes and a record of all proceedings and acts of the Board. ^—�,-��±:--�� and shall be responsible for ensurin� that Board meetin�� l�iaauies are distributed to all Directors and Parties in a reasonable time period after the subject meeting. The Treasw��r. which officer role mav be dele�ated to a memt��r c�f St�ff. s1��11 be responsible fc9r r��,na��ii�« arac9 p��e�;e��t,��>. :l�e :��s��tt�r�i�it1�£�u�l�ret. T�oe C1��'ic a��d Vi�� -C9�ai� s4�a11 1�� 7 ��(;C;lc'Cl j1'011l 'L�lf, I;LCI�[E;I]l �v�ll'll il]tllli�Ll°l�ll� �lll(ti �111 17��jll�l' 1eC1115 S�id'1 i)i ��i_ I5 11d'h�' (1) year terms and shall commence on OcCober 1'` of each year. Th t3 o<�rcl �:3�<��o I t�u ��r �>��ize no later than Se�� ; r 3{i �� rl,f_� �a'��c�uesat fi�.��i - �e:��.� caa �:� ----Board Powers a��d_I�2�ti�_�,. The Authority Board shall act as the governing body of the Authority and shall have, in addition to all other powers and duties described herein, the following powers and duties: I �-. i_�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 arders 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. I �:3�To adopt bylaws �c>r rules of procedure, or amend those-�r��-��-�-�� initially adopted by the Originating Parties. I �..-�s ', __ _ To fix the location of the principal place of business of the Authority and the location of all offices maintained thereunder. I a�.� Y To create any and all necessary offices in addition Co Chair, Vice-Chair =3.. , Secretary z�zita ��g_��,��r�� t; 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 Re��e�� PACE��i�+ ��..�,�., �„o,- t. «�,,.-,-�� Program. ��;_ _To select and employ such employees and executive officers as the Authority Board deems necessary or desirable, and to set their compensation and duties. I �: %�__ _To employ or hire such attorneys as it deems appropriate to provide legal advice andlor legal services to the Authority, and to employ and hire such other consultants as it deems appropriate through any procedure not inconsistent with law. � �, �,��As applicable and available, nothing herein shall limit the Authority's ability to pursue actions or remedies pursuant to Chapter 120, F.S. � ��. �4- k� s� �>��<�ti�?4�. Any Director may resign from service upon providing �_r�:t��,t �� r�� ( � tt�j. �� 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. >��-��=-�=l�f�-�=��$=�-�-i-�-��- ��-i-�-�}�-��=-;�;�at,��«� '',° n;�°�* . .°��°��°a.Additionally, any Authoritv Board Direct«� who is absent for three (3) Authoriry Board meeting;s within an� iven year, unless e�xcused b�ajoritv vote of the Board, may, at the discretion of the Board, �-b� ::��'t;lT1cC� d (7 j1<'s i� `;i°�tli'il �3'i �.i:n �slt l4"�i)1"![� ; ' ��C)'�li�ii. �� 4I:w �3a'��'1()1''��'�';U 4'�Z;<�?f'tl� �Il�ill g ht �L��SacGcl if� �:cc��a ��i�i} E��e �Zule�; c�,` A��oit�t��e��t g�t `r�»'t1� i�l ��Rbp�lra�r��9� a t�� ve. Any resigning Director shall immediately turn over and deliver to tl�e Authority Board Secretary all records, books, documents or other r�uthcj� property in their possession or under their control--�-I��-�c��--tm ^�_�'��.�- , � , , . � •� �e��e�. If extenuating circumstances : . re uirL appointrnent ��f tin interim Director necessary to er�a�le the A��thority to operate. an interim Director r7�ay be a�pointe.d by majority vote of the Authority Board until such time as a permanent successor can be seated. k': :kt*�i�t?�T�`� BO�CI �viie��6i "wii� iro� "crr� �Compe��satiai�; Expenses. Authority Board , . � orl 1-.., rL.o !''L„ , l� .T1 h� ,1� orl r`. 1� .�rl F,- tho A„rh�„-;r� R�, ,; �iccciac� '�� , . '�" . �.� . Directors�k�, as repres�nt�ttives ot the local governme►�t Parties to this A�reement, shall serve without compensation �^�- *'�° �;r°* ��°�r ^+*��r °�=��a-�-�s ��?�h��l�e-�b�e-��-T-+��-}. Re l�onable travel or Authority-relate� expenses for Authority Board Directors shall be �-�� •��rei��ibursable as permitted by Florida law. I Section 11. Meetin�s of the Authority Board. I 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 .��c>�a��t officers and perform other duties as required under this Agreement. b. 1]r'"�'� t"�rrr3r--� '-' _ � _' __ __._.'� � . � + .t f° � •a°-i-��t-1�t'�}'--�3;-#-?�k'r'i�c ��Y��v�� . ��--� _�-,�:�._k-��---��;�r�,-;�---��a��-:i—�_there shall be an Annual Meeting of the Authority. The annual statements shall be presented, and any other such matter as the Authority Board deems appropriate may be considered. c. The Authority Board shall have regular, noticed, quarterly meetings at such times and places as the Authority Board may designate or prescribe. In addition, special meetings may be called, from time to time, by the Authority Board Chair, or by a majority vote of the Authority Board. A minimum of 24 hours notice to the public and all Authority Board Directors shall be given for any special meetings. d. In the absence of specific rules of procedure adopted by the Authority Board for the conduct of its meetings, the fundamental principles of parliamentary procedure shall be relied upon for the orderly conduct of all Authority Board meetings. Section 12. Decisions of the Authoritv 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 Authoriry Board Directors shall constitute a quorum. A c�uorum maX be established by both in person attendance and attendance thT communications a�edia te;chnolo��v, as allowed by state law, and pursuant to polic�adoptecl by the Board. It is the desire and intent of 9 this Agreement that decisions made by the Authority Board shall be by consensus of the Board. However, if a consensus is not achievable in any particular instance, then a majority vote of the quorum of the Authority Board shall be required to adopt any measure or approve any action, unless otherwise provided herein. Section 13. Authority Staff and AttorneX �:--------The Authority's administrative functions shall be carried out �� a da� ts�-day basis �y the Third-Partv Administrator and its �subcontractars in accordanc� � �ith the Administration Services .q �rezment__:tt�lc hed � Exhibit A, �s it ma updated and �mended from time to time nolieecf t�� e�fl 4 �ara ,�. "�� :��;:rz�� s7 �_"v�(�� - �';��c9 i'�rz�tv �lc shall �e d� v ��irl� . all duties necessary for the conduct of the Authority's business and h� c�e�e��atecl we�l1 the exereise of the powers of the Authority as provided in Section 163.01 and Section 163.08, F.S. � ne .'�titl�oa may � l��rc 1� ��al cu�ansel t�3 �c rv; a5 its Gep�a°g C:�:;1i��;e�. Ti, �—�T� . . � , , -- — — �-- ----- . . . � . .. r:�,,,o,•.,r r�,.,..,�-ai � .. � ;, �, ,� -,, r,, i, ,�;��f� .,t n„ri. :�. . r,,:�f� ,ai„ �,� a , ui�it�i �i.:y' ii;ci:�°'. - - - . . . .. - -- . . . . . tic�ciir�7C'rc Section 14. Authorized Official. The Authority Board Chair or it� desi�riee 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. � SeCt1011 i �-t�E?'��+-��-x-�!�ziC� a7El ., P1Tt10S. �-'-t.'-��3�'-r�r�ti��w� �� t]10 t�t��c'�=k��"`c--z�°�rst{-°��$3ti �-.��°�� ;,r,��w . '�_ : i of �a��—,�--r+Y-�-�� ,�<4 �tz , �.P?<� �,� �� =� to all Florida local governments, the Originating Parties to this Agreement support and encourage the participation � of �ri�}�Aadditiona! Parties as contemplated herein. Section 16. Fundin� the Initial Program. Funding for the Authority shall initially be � from grant funds or other funds acquired by the Originating Parties and/or ��f�c[�Cit��:��, Parties. For the initial establishment of the Authority, contributions can be made to the Authority as permitted by law. Section 17. Debts of the Authorit� are Not Obli�ations 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 meehanisms of finance. ��- �<�-,�_�- �� +r:�� z, �r debts, liabilities, or obligations of the Authority do not constitute debts, liabilities or obligations of the Originating Parties or any :� . . .��- � �. A�dditional I��ty �u this :'��reerr�e.�t. :tiei�her :hi� A=�reement nor the bonds issued to further the pro�ram shall be deemeii tr.� constitute a general debt, liability, or obli�ation of or a pledae of the faith and credit of an�er E'arty to this Agreement. The issuance of bonds as contemplated by this A�reement shall no� �iirectly, indirectiv, or contin�y obli ag t_, e any Partv to this Agreement to levv °r to p led e ae1� �c�rm of taxation whatsoever therefore, or to make anv appropriation for their pa n�ent� Section 18. Annual Bud�et. 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 10 governmental agencies pursuant to general law. The Authority's annual budget shall contain an estimate of receipts by source and an itemized estimation of expenditures anticipated to be incurred to meet the financial needs and obligations of the Authority. b. The adopted Budget shall be the operating and fiscal guide for the Authority for the ensuing Fiscal Year. c. The Board may from time to time amend the Budget at any duly called regular or special meeting. Section 19. Reports. a. Financial reports: The Authority shall provide financial reports in such farm 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 I independent � d,�lci,,: _ audit and (ii) an independent--��F�±�z}�-�-�=�'�-� performance audit performed in accordance with generally accepted accounting � practices and as applicable by state law. d. Reports to be public records: All reports, as well as supporting documentation such as, but not limited to, construction, financial, correspondence, instructions, memoranda, bid estimate sheets, proposal documentation, back charge documentation, canceled checks, and other related records produced and maintained by the Authority, its employees and consultants shall be deemed public records pursuant to Chapter 119, F.S., and shall be made available for audit, review or copying by any person upon reasonable notice. Section 20. Bonds. The Authority Board is authorized to provide, from time to time, for the issuance of bonds, or other legally autharized form of finance, to pay all or part of the cost of qualifying improvements in accordance with law. 11 � Section 21. Schedule of Rates and Fees. I 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 ParCies or �ny �.�-�-:�-�� .��tr��-��0it;��r�d1 Parties for financing contributions. The Authority shall not be authorized to create or distribute a profit. This shall not, however, prevent the Authoriry 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 �2�:i?ewPACE�'��'� r�r°°�� °°��T�� `�'�»-'�:� �. 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 I maintaining the RerieivP:�Ci:;�-��+�--�=;-��-� ��a �•v Program. This shall include any required reserves for such purposes, the principal of and interest on bonds, or other financing method, as the same shall become due, and to provide a margin of safety over and above the total amount of any such payments, and to comply fully with any covenants contained in the proceedings authorizing the issuance of any bonds or other obligations of the Authority. c. The rates, fees or other charges set pursuant to this section shall be just and equitable and uniform for users and, where appropriate, may be based upon the size and scope of the financial obligation undertaken by a Participating Property Owner. All such rates, fees or charges shall be applied in a non-discretionary manner with respect to the Participating Property Owner's geographical location within the Authority's Service Area. No rates, fees or charges shall be fixed or subsequently amended under the foregoing provisions until after a public hearing at which all the potential participants in the Program, and other interested persons, shall have an opportunity to be heard concerning the proposed rates, fees or other charges. Notice of such public hearing setting forth the proposed schedule or schedules of rates, fees or other charges shall be provided in accordance with Chapter 163 and Chapter 197, F.S. d. The Authority shall charge and collect such rates, fees or other charges so fixed or revised, and such rates, fees and other charges shall not be subject to the supervision or regulation by any other commission, board, bureau, agency or other political subdivision or agency of the county or state. e. In the event that any assessed fees, rates or other charges for the services and financing provided by the Authority to Participating Property Owners shall not be paid as and when due, any unpaid balance thereof, and all interest accruing thereon, 12 shall be a lien on any parcel or property affected or improved thereby. Pursuant to Section 163.08(8), F.S., such ]ien 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 Autharity 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 fareclosure 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; Pro ra� m Implementation and Administration. The Authority shall be administered and operated by a Third Party Administratar ("TPA") who shall be responsible for providing services to the Authority for the design, implementation and administration of the Renf�� ' 3� ��c�=�� +�:_�;�-� ��_�-� `� t��i�� Program. The Originating Parties andall��gti�� r�s:Partiesunderstandand��cC�7��} , .xl� 3 2�:.�� i�b� � ,,,,��,�' ��-�ax�:: ----- � — -- ---_� . _--_ __ _ _ - ----- t��5r��i� t�f�� w��=��sit�._ that, the procurement for the initial TPA was performed ��-��+� in accordance with its adopted procurement procedures. Pursuant to said procurement procedures, I "EcoCity Partners, L3C" �>� .Es4��--t�-��;a hired as the TPA. The "Florida Green Energy Works Program Administration Services Agreement" between Lantana and EcoCity Partners, L3C is attached hereto as Exhibit 1 and is hereby incorporated by reference. Tlle��,z-�;�-��l�+s� � . . � . �°� � ��r;-�: '�°,�°�� ,�;,-�--�--�:�� initial Florida Green Energy Works Program Administration Services Agreement, as amended, �a� ti��{�-� assigned by' �� the Authority �_ to Re�newa I��nclir�=,�� .L.�: ��rl M�irc�� ' ��, �_�t? I (i.��--�;a-�-I'-�—� ��-��-sz°��Tn��?-�--� n,,rs- �r< —� __�6�_.� .. ��;�=- Section 24. Term. This Interlocal Agreement shall remain in full force and effect from the date of its execution by the Originating Parties until such time as there is unanimous agreement of the Authority Board to dissolve the Authority. Notwithstanding the foregoing, dissolution of the Authority cannot occur unless and until any and all outstanding obligations are repaid; provided, however, that any Party may terminate its involvement and its participation in this Interlocal Agreement upon thirty (30) days' written notice to the other Parties. Should a Party terminate its participation in this Interlocal Agreement, be dissolved, abolished, or otherwise cease to exist, this Interlocal Agreement shall continue until such time as all remaining Parties agree to dissolve the Authority and all special assessments levied upon Participating Property Owners properties have been paid in full. Section 25. Consent. The execution of this Interlocal Agreement, as authorized by the � government body of the Originating Parties and any �-�-�fi�� itic�r�aq Party shall be considered the Parties' consent to the creation of the Authority as required by Sections 163.01 and 163.08, F.S. Section 26. Limits of Liabilitv 13 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 �;��€.�l��id'ition�� 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 ar employees of the Authority or by any other action by the Authority or another member of the Authority and the Authority shall be solely liable for the actions of its officers, employees or agents to the extent of the waiver of sovereign immunity or limitation on liability provided by Chapter 768, F.S. Except as may be otherwise specified herein, the Parties shall each individually defend any action or proceeding brought against their respective agency under this Agreement, and they shall be individually responsible for all of their respective costs, attorneys' fees, expenses and liabilities incurred as a result of any such claims, demands, suits, actions, damages and causes of action, including the investigation or the defense thereof, and from and against any orders, judgments or decrees which may be entered as a result thereof. The Parties shall each individually maintain throughout the term of this Agreement any and all applicable insurance coverage required by Flarida 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 whom it is intended, at the place specified. The Originating Parties designate the following as the respective places for notice purposes: Lantana: Town Manager Town of Lantana 500 Greynolds Circle Lantana, Florida 33462 14 W ith a Copy to: �� r�� a, ��_ . � �=, P.A. '>'- 1 He . � _ ;_�, , Suite� ;?q=V _ . au�t�� , , FL 334° ° _ Atm: , a:d�;; � .3; �s��-�� .�.=-�- 3,�;,a, Esq. Mangonia Park: Town Manager Town of Mangonia Park 1755 East Tiffany Drive Mangonia Park, Florida 33407 � With a Copy to: Corbett �`� �u_� ��_�� }.� x� _� ��,� __ �e :�� a��, P.A. 1111 Hypoluxo Road, Suite 207 Lantana FL 33462 Attn: Keith W. Davis, Esq. Section 28. Filin�. 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„ :�r� cl t��a} b� ti�s�{ �r� a��6��lent it.lr�i�,di �� ;�_ �;� , o��. ;_��;7t�c��t�i��te�?r�� s��b c>f ��u€,lit-��L� » i� 1ali� l�� Tfl�l(. ��lt'�IIU�El�' �t.(l;itiC�1C:C1(?11. -- I 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. I Section 30. Execution in Counterparts. 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, inn�a��mAnlenct�ilez�ts. This Agreement incorparates and includes all prior negotiations, conespondence, agreements or understandings applicable to the matters contained herein; and the Parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the Parties agree that no deviation from the 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 rl �a� rh,� E.� ,l;t 7 ' �a ;r}z b�� ,il P..,•t;� r„ t4, 1�ra.�7, t�—,�E-�il-If' Y�--c'E�i��t�� -��z�thatis ratiti�d or ap�rove.d �y at least seventy-five (75%�) of the Parties to tl�is Lnteiloc��, .-�creement, which ratification or ap�roval shall be expressed in writing by such Party ar;ci �e livered to the Authority in a form upon which the Authority can rely, and the Authority has ma��: �� f�.��it�� tc� t��t �;fi�ecx it�� }�� rt�a�7��e� ��.c��i ��_ afi� �� i�i.� i�' c�+� ol�x.�; I��t� ��ls�i a� t��: r��c:n�cnt. Section 32. Assi�nment. The respective obligations of the Parties set forth in this Interlocal Agreement shall not be assigned, in whole or in part, without the written consent of the other Parties hereto. 15 I Section 33. Records. The Parties shall each maintain their own respective records and documents associated with this Interlocal Agreement in accordance with the requirements for records retention set forth in Florida law. I Section 34. Compliance with Laws. In the performance of this Agreement, the Parties hereto shal�l comply in all material respects with all applicable federal and state laws and regulations and all applicable county and municipal ordinances and regulations. I Section 35. Governing Law and Venue. This Interlocal Agreement shall be governed, construed and controlled according to the laws of the State of Florida. Venue for any claim, objection or dispute arising out of the terms of this Interlocal Agreement shall be proper exclusively in Palm Beach County, Florida. I Section 36. Severability. In the event a portion of this Interlocal Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective to the extent possible. � Section 37. Effective Date and Joinder by AuthoritX. This Interlocal Agreement shall become effective upon its execution by the Originating Parties. It is agreed that, upon the formation of the Autharity, the Authoriry shall thereafter join this Interlocal Agreement and that the Authority shall thereafter be deemed a Party to this Interlocal Agreement. Section 38. No Third Party Ri�. 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 Palrn Beach County, its officers, agents, employees, and lobbyists, as well as the activities of all municipalities in the county, and their officers, agents, employees, and lobbyists, in order to ensure compliance with contract requirements and detect corruption and fraud. Failure to cooperate with the Inspector General or interference or impeding any investigation shall be in violation of Chapter 2, Article XIII of the Palm Beach County Code of Ordinances. _[Remainder of page intentionally left blank.] 16 � IN WITNESS WHEREOF, the Originating Parties hereto have made and executed this � Interlocal Agreement on this day of , 201��_'�. ATTEST: Town of Lantana, a municipal corporation of the State of Florida BY: BY: Town Clerk Town Manager (Aff'ix Town Seal) Approved by Town Attorney as to form and legal sufficiency Town Attorney ATTEST: Town of Mangonia Park, 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 17