Resolution No. 2018-71 Approving PACE Programs with Florida Green Finance Authority, Florida Resiliency & Energy District, Florida Pace Funding Agenda, and Green Corridor Property Assesment Clean Energy District - September 4, 2018 RESOLUTION NO. 2018-71
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA APPROVING PROPERTY ASSESSED CLEAN
ENERGY (PACE) PROGRAMS WITH THE FLORIDA GREEN FINANCE
AUTHORITY, THE FLORIDA RESILIENCY AND ENERGY DISTRICT,
THE FLORIDA PACE FUNDING AGENCY, AND THE GREEN
CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY (PACE)
DISTRICT; PROVIDING FOR AUTHORIZATION; AND PROVIDING FOR
AN EFFECTIVE DATE.
WHEREAS, Section 163.08, Florida Statutes (the "Supplemental Act"), authorizes
counties, municipalities and certain separate local government entities to establish and
administer financing programs, commonly known as Property Assessed Clean Energy
(PACE) Programs ("PACE Programs"), in order to provide the up-front financing for
energy conservation and efficiency, renewable energy, and wind resistance
improvements ("Qualifying Improvements"), and repay such funding through voluntary
special assessments, sometimes referred to as non-ad valorem assessments ("Special
Assessments"), levied upon the improved property pursuant to financing agreements
between the property owner and the specific Agency (the "Financing Agreements"); and
WHEREAS, the Florida Green Finance Authority, the Florida Resiliency and
Energy District, the Florida PACE Funding Agency, and the Green Corridor Property
Assessment Clean Energy (PACE) District, (collectively, the "Agencies") are four
separate legal entities and units of local government within the State of Florida which
were established by separate interlocal agreements for the express purpose of providing
PACE Programs in scalable and uniform platforms to facilitate the financing of Qualifying
Improvements throughout Florida; and
WHEREAS, the Agencies would like to offer their PACE Programs within the City
of Aventura; and
WHEREAS, the City Commission of the City of Aventura finds that this Resolution
conforms with applicable law, enhances the health, safety and welfare, and is in the best
interest of the City of Aventura.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
City of Aventura Resolution No. 2018-71
Section 1. Recitals Adopted. The above-stated recitals are hereby confirmed
and adopted.
Section 2. Approval. The City of Aventura approves the Agencies to operate
PACE Programs within the City of Aventura.
Section 3. Authorization. The City Manager is hereby authorized to negotiate
and enter into agreements with (a) the Florida Green Finance Authority, (b) the Florida
Resiliency and Energy District, (c) the Florida PACE Funding Agency, and (d) the Green
Corridor Property Assessment Clean Energy (PACE) District, in substantially the forms
attached hereto as Exhibits "A-1," "B-1," "C-1," and "D-1 ," subject to approval by the City
Attorney as to form, content, and legal sufficiency. The City Manager is further authorized
to negotiate and enter into indemnification agreements with the administrators of the
Agencies: (i) Renew Financial Group, LLC, a Florida Foreign Limited Liability Company;
(ii) the Florida Development Finance Corporation, a Florida public body, corporate and
politic, authorized by Chapter 288, Part X, Florida Statutes; (iii) Counterpointe Energy
Solutions, LLC, a Florida Foreign Limited Liability Company; and (iv) Ygrene Energy Fund
Florida, LLC, a Florida Limited Liability Company, in substantially the forms attached
hereto as Exhibits "A-2," "B-2," "C-2," and "D-2," respectively, subject to approval by the
City Attorney as to form, content, and legal sufficiency.
Section 4. Effective Date. This Resolution shall become effective immediately
upon its adoption.
The foregoing resolution was offered by Commissioner Shelley, who moved its
adoption. The motion was seconded by Vice Mayor Mezrahi, and upon being put to a
vote, the vote was as follows:
Commissioner Denise Landman Yes
Commissioner Dr. Linda Marks Yes
Commissioner Marc Narotsky Yes
Commissioner Robert Shelley Yes
Commissioner Howard Weinberg Yes
Vice Mayor Gladys Mezrahi Yes
Mayor Enid Weisman Yes
Page 2 of3
City of Aventura Resolution No. 2018-7r.
PASSED AND ADOPTED this 4th day of September, 2018.
ENID WEISMAN, MAYOR
•
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ATTEST:
GS
ELLISA L. HORVATH,
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
V-4, 14/k_{_
CITY ATTORNEY
Page 3 of 3
EXHIBIT A-1
Party Membership Agreement
To The Florida Green Finance Authority
WHEREAS, Section 163.01, F.S., the "Florida Interlocal Cooperation Act of 1969,"
authorizes local government units to enter into interlocal agreements for their mutual benefit; and
WHEREAS, the Town of Lantana, Florida, a Florida municipal corporation ("Lantana")
and the Town of Mangonia Park, Florida, a Florida municipal corporation, ("Mangonia Park")
entered into an Interlocal Agreement,dated June 11, 2012, first amended on August 11, 2014 and
second amended on April 7, 2016 with document execution May 9,2016, establishing the Florida
Green Finance Authority ("Authority") as a means of implementing and financing a qualifying
improvements program for energy and water conservation and efficiency, renewable energy and
wind-resistance improvements, and to provide additional services consistent with law; and
WHEREAS, the City of Aventura desires to become a member of the Authority in order
to facilitate the financing of qualifying improvements for properties located within the City of
Aventura.
NOW,THEREFORE, it is agreed as follows:
1. The Interlocal Agreement between the Authority, the Town of Lantana and the Town of
Mangonia Park, entered into on June 11, 2012 and as amended on August 11, 2014 and April 7,
2016 with document execution May 9, 2016 (the "Interlocal Agreement"), for the purpose of
facilitating the financing of qualifying improvements for properties located within the Authority's
jurisdiction via the levy and collection of voluntary non-ad valorem assessments on improved
property, is hereby supplemented and amended on the date last signed below by this Party
Membership Agreement, which is hereby fully incorporated into the Interlocal Agreement, to
include the City of Aventura.
2. The Authority, together with its member Parties, and the City of Aventura, with the intent
to be bound thereto, hereby agree that the City of Aventura shall become a Party to the Interlocal
Agreement together with all of the rights and obligations of Parties to the Interlocal Agreement.
3. The Service Area of the Authority shall include the legal boundaries of the City of
Aventura, as the same may be more specifically designated by the City of Aventura or amended
from time to time.
4. The City of Aventura designates the following as the respective place for any notices to be
given pursuant to the Interlocal Agreement Section 27:
City of Aventura: Attn: City Manager
City of Aventura
19200 West Country Club Dr.
Aventura, FL 33180
1
1
• 1 EXHIBIT A-1
With a copy to: David M. Wolpin, City of Aventura Attorney
Weiss Serota Helfman Cole& Bierman, P.L.
200 E. Broward Blvd., Suite 312
Fort Lauderdale, FL 33301
5. This Party Membership Agreement shall be recorded by the Authority with the Clerk of
the Court in the Public Records of Palm Beach County as an amendment to the Interlocal
Agreement and recorded in the public records of the Miami-Dade County, in accordance with
Section 163.01(11), Florida Statutes.
6. Termination of this Agreement may occur with 30 days' written notice, and at the end of
the 30-day period, this Agreement shall be automatically terminated and the Authority will not
accept any new applications. Any projects related to applications received before the end of the
30-day period shall be permitted to be completed.
IN WITNESS WHEREOF, the Parties hereto subscribe their names to this Interlocal
Agreement by their duly authorized officers.
ATTEST: The Florida Green Finance Authority, a separate
legal entity established pursuant to Section 163.01(7),
,! �'' Florida tatutes
By: G By: Div 3c-toki-ii k
Secreta of the Authority Chair v f the thority
Approved by Authority Attorneyitibbk
as to form and legal sufficiency ��
Authority Attorney
ATTEST: ,,�, ��VF/,)-=:t, CITY OF AVENTURA
^c'74, Illi ..,;•:77.--Li ' /
Com. `el��� :�/ By:/ / ,Ar
Ellisa L. Horvath, �a�°• -F, %:- .c." City Manager
City Clerk <<ry of f.i'``
cOI1
L.D day of MGI 1/Ch ,-29i'S':
{SEAL}
Approved as to form by:
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By: I / Date: 3
itin.
David M. Wolp n, ity of Aventura Attorney
Weiss Serota Helfman Cole & Bierman, P.L.
4
2
• EXHIBIT B-1
This instrument was prepared by or under the supervision
of(and after recording should be returned to):
Joseph P.Stanton
Broad&Cassel
Bank of America Center
390 North Orange Avenue
Suite 1400
Orlando,FL 32801-4961
(SPACE reserved for Clerk of Court)
LIMITED PURPOSE PARTY MEMBERSHIP AGREEMENT BETWEEN THE
FLORIDA RESILIENCY AND ENERGY DISTRICT AND CITY OF AVENTURA
This Limited Pu •ose Part embership Agreement (the "Agreement") is entered
into this Lke,.day of e 40: - , - :Iy and between the FLORIDA RESILIENCY AND
ENERGY DISTRICT ("FRED"), a public body corporate and politic created as a
separate legal entity pursuant to Section 163.01(7), Florida Statutes, and City of Aventura,
a Florida Municipal Corporation (the "City of Aventura") (collectively, the "Parties") for
the purpose of providing a Property Assessed Clean Energy ("PACE")program within the
legal boundaries of the City of Aventura.
WITNESSETH
WHEREAS, pursuant to Section 163.08(1), Florida Statutes, the legislature
determined that access to financing for certain renewable energy, energy efficiency and
conservation and wind resistance improvements ("Qualifying Improvements") through
voluntary assessment programs such as the PACE program provides a special benefit to
real property by alleviating the property's burden from energy consumption and/or
reducing the property's burden from potential wind damage; and
WHEREAS, in order to make such Qualifying Improvements more affordable and
assist property owners who wish to undertake such improvements, the legislature also
determined that there is a compelling state interest in enabling property owners to
voluntarily finance such Qualifying Improvements with the assistance of local
governments, through the execution of financing agreements and the related imposition of
voluntary, non-ad valorem special assessments; and
WHEREAS, an Interlocal Agreement, dated September 6, 2016, as amended and
supplemented from time to time(the "Interlocal Agreement")was entered into between the
Town of Lake Clarke Shores, the City of Fernandina Beach, and any subsequent parties
thereto (the "Public Agencies") and, in the limited capacity described therein, the Florida
Development Finance Corporation ("FDFC" and, together with the Public Agencies, the
"Parties"), for the purpose of facilitating the financing of Qualifying Improvements for
properties located within FRED's aggregate legal boundaries via the levy and collection of
voluntary non-ad valorem special assessments on improved property; and
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FDFC 12-21-16
EXHIBIT B-1
WHEREAS,the City of Aventura agrees with such legislative determinations and
finds that the financing of Qualifying Improvements through the PACE program provides
a special benefit to participating real property within its legal boundaries; and
WHEREAS, the Parties to this Agreement desire to supplement the Interlocal
Agreement to include the City of Aventura as a Limited Member, as such term is defined
in the Interlocal Agreement, on the date last signed below.
NOW,THEREFORE, in consideration of the above recitals,terms and conditions,
promises and covenants hereinafter set forth, the Parties agree as follows:
SECTION 1. DEFINITIONS. Any capitalized terms used in this
Agreement, but not otherwise defined herein, shall have the meaning specified for such
term in the Interlocal Agreement.
SECTION 2. PURPOSE. The purpose of this Agreement is to facilitate the
financing of Qualifying Improvements through a PACE program, in accordance with
Section 163.08,Florida Statutes, and provide an efficient process for real property owners
within the legal boundaries of the City of Aventura to access the PACE program and permit
FRED to administer the PACE program within such legal boundaries.
SECTION 3. RIGHTS OF PARTIES. FRED, together with its member
Parties, and the City of Aventura, with the intent to be bound thereto, hereby agree that the
City of Aventura shall become a Party to the Interlocal Agreement together with only those
rights and obligations of Parties to the Interlocal Agreement as are necessary to fulfill the
purposes described in this Agreement, including access to financing and processing of non-
ad valorem special assessments by FRED, within the legal boundaries of the City of
Aventura, as more specifically described below, and in accordance with federal, state, and
local laws, rules, regulations, ordinances, and all operational program standards of the City
of Aventura.
SECTION 4. INCORPORATION OF RECITALS AND LEVY OF
SPECIAL ASSESSMENTS. The Parties hereby acknowledge and agree with each recital
to this Agreement and incorporate such findings herein as their own. The non-ad valorem
special assessments arising from a property owner's voluntary participation in the PACE
program shall be levied by FRED on properties within the legal boundaries the City of
Aventura and the receipt and distribution of any non-ad valorem special assessments
imposed by FRED are purely ministerial acts.
SECTION 5. QUALIFYING IMPROVEMENTS. FRED may provide
access to financing for Qualifying Improvements to real property within the legal
boundaries of the City of Aventura, in accordance with Section 163.08, Florida Statutes,
and subject to the terms of this Agreement, as well as applicable federal, state, and City of
Aventura law.
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FDFC_12-21-16
EXHIBIT B-1
SECTION 6. FINANCING AGREEMENT. Before extending any
financing or subjecting any participating real property within the legal boundaries of the
City of Aventura to the non-ad valorem special assessment authorized therein, FRED and
FDFC, through their designees, shall, on a non-exclusive basis pursuant to the Section
163.08, Florida Statutes and this Agreement, enter into a financing agreement (the
"Financing Agreement")with property owner(s) within the legal boundaries of the City of
Aventura who qualify for financing through FRED. The Financing Agreement shall
include a thorough explanation of the PACE financing process and specify at what point
in the process the special assessment will be added to the real property's owner's property
tax bills (after completion of the project(s), permit approval, and approval by the property
owner).
SECTION 7. BOUNDARIES OF THE PACE PROGRAM. For the
limited purposes of administering the PACE program and imposing non-ad valorem special
assessments as described in this Agreement, the legal boundaries of FRED shall include
the legal boundaries of the City of Aventura, which legal boundaries may be limited,
expanded to reflect annexation, or more specifically designated from time to time by the
City of Aventura by providing written notice to FRED. Upon execution of this Agreement
and written request thereafter, the City of Aventura agrees to provide FRED the current
legal description of the legal boundaries of the City of Aventura.
SECTION 8. ELIGIBLE PROPERTIES. Within the legal boundaries of
the City of Aventura, improved real property, including any residential, commercial,
agricultural and industrial use may be eligible for participation in the PACE program within
the limits otherwise prescribed in Section 163.08, Florida Statutes.
SECTION 9. SURVIVAL OF SPECIAL ASSESSMENTS. During the
term of this Agreement, FRED may levy voluntary non-ad valorem special assessments on
participating properties within the legal boundaries of the City of Aventura to help secure
the financing of costs of Qualifying Improvements constructed or acquired on such
properties based on the finding of special benefit by the City of Aventura incorporated into
Section 3 hereof. Those properties receiving financing for Qualifying Improvements shall
be assessed by FRED until such time as the financing for such Qualified Improvement is
repaid in full, in accordance with Section 163.08, Florida Statutes, and other applicable
law. Notwithstanding termination of this Agreement or notice of a change in the legal
boundaries of the City of Aventura as provided for herein, those properties that have
received fmancing for Qualifying Improvements shall continue to be a part of FRED, until
such time that all outstanding debt has been satisfied.
SECTION 10. TERM. This Agreement shall remain in full force and effect
from the date of its execution by both Parties. Any Party may terminate this Agreement for
convenience upon ninety (90) days' prior written notice ("Termination Notice") in
accordance with the terms of the Interlocal Agreement. Beginning on the date FRED
receives a Termination Notice from the City of Aventura ("Termination Date"), FRED
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FDFC_12-21-16
EXHIBIT B-1
shall not approve any new applications affecting property within the legal boundaries of
the City of Aventura referenced in the Termination Notice. Notwithstanding termination
of this Agreement, however, property owners whose applications were approved prior to
the Termination Date, and who received funding through the PACE program, shall
continue to be a part of FRED, for the sole purpose of FRED imposing assessments for the
repayment of such property's outstanding debt, until such time that all outstanding debt has
been satisfied.
SECTION 11. CONSENT. This Agreement, together with the resolution by
the governing board of the City of Aventura approving this Agreement, shall be considered
the Parties' consent to authorize FRED to administer the PACE program within the legal
boundaries of the City of Aventura, as required by Section 163.08, Florida Statutes.
SECTION 12. CITY OF AVENTURA COORDINATOR. The Office of
the City Manager within the City of Aventura shall serve as the City of Aventura's primary
point of contact and coordinator. The City of Aventura will advise FRED of any changes
to the City of Aventura's primary contact and coordinator within 30 days of such changes.
SECTION 13. CARBON OR SIMILAR CREDITS. To the extent
permitted by law, in the event that the Financing Agreement or any other PACE agreement
with the property owner provides for the transfer of any carbon or similar mitigation credits
derived from Qualifying Improvements to FRED, any such carbon or similar mitigation
credits derived from properties within the legal boundaries of the City of Aventura, shall
be shared in equal parts between FRED and the City of Aventura.
SECTION 14. LIMITED OBLIGATIONS. Neither FRED nor FDFC is
authorized to issue bonds, or any other form of debt, on behalf of the City of Aventura
without a separate interlocal agreement or other authority provided by State law. To the
extent that FRED or FDFC issues PACE-related bonds under its own authority in
connection with this Agreement, the security for such bonds may be secured by non-ad
valorem special assessments imposed by FRED on participating properties within the legal
boundaries of the City of Aventura. The issuance of such bonds shall not directly or
indirectly or contingently obligate the City of Aventura to levy or to pledge any form of
taxation whatever,or to levy ad valorem taxes on any property within their territorial limits
to pay the bonds, and the bonds shall not constitute a lien upon any property owned by the
City of Aventura. For any such bonds, the bond disclosure document, if any, shall include
references to the fact that the City of Aventura is not an obligated party,and also adequately
disclose material attendant risks with PACE programs.
SECTION 15. LIABILITY, INDEMNIFICATION AND SOVEREIGN
IMMUNITY.
(A) City of Aventura and FRED are and shall be subject to Sections 768.28 and
163.01(9)(c),Florida Statutes,and any other provisions of Florida law governing sovereign
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FDFC 12-21-16
EXHIBIT B-1
immunity. Pursuant to Section 163.01(5)(0), Florida Statutes, and this covenant of the
parties hereto, the local governments who are either or both the founders or members of
FRED shall not be held jointly liable for the torts of the officers or employees of the FRED,
or any other tort attributable to FRED, and that FRED alone shall be liable for any torts
attributable to it or for torts of its officers, employees or agents, and then only to the extent
of the waiver of sovereign immunity or limitation of liability as specified in Section 768.28,
Florida Statutes. City of Aventura and FRED acknowledge and agree that FRED shall
have all of the applicable privileges and immunities from liability and exemptions from
laws, ordinances, rules and common law which apply to the municipalities and counties of
the State. City of Aventura is completely independent of FRED. To the extent provided
by law, FRED shall indemnify, defend and hold harmless City of Aventura from any and
all damages, claims, and liability arising from the negligence or intentional misconduct of
FRED relating to operation of the PACE program. Nothing in this Agreement is intended
to inure to the benefit of any third-party for the purpose of allowing any claim,which would
otherwise be barred under the doctrine of sovereign immunity or by operation of law.
(B) Neither City of Aventura, nor the local governments who are either or both
the founders or members of the Agency, nor any subsequently joining or participating local
government as members of FRED shall in any manner be obligated to pay any debts, obli-
gations or liabilities arising as a result of any actions of FRED, the governing board of
FRED or any other agents, employees, officers or officials of FRED, except to the extent
otherwise mutually and expressly agreed upon, and neither FRED, the governing board of
FRED or any other agents, employees, officers or officials of FRED have any authority or
power to otherwise obligate either City of Aventura,the local governments who are either
or both the founders or members of FRED, nor any subsequently subscribing or participat-
ing local government in the business of FRED in any manner.
(C) All of the privileges and immunities from liability and exemptions from laws,
ordinances and rules which apply to the activity of officials, officers, agents or employees
of the parties shall apply to the officials, officers, agents or employees thereof when
performing their respective functions and duties under the provisions of this Agreement.
SECTION 16. AGREEMENTS WITH TAX COLLECTOR AND
PROPERTY APPRAISER. This Agreement shall be subject to the express condition
precedent that FRED enter into separate agreement(s) with the tax collector and the
property appraiser having jurisdiction over the legal boundaries of the City of Aventura,
which shall provide for the collection of any non-ad valorem special assessments imposed
by FRED within the legal boundaries of the City of Aventura. If required by the tax
collector and property appraiser,the City of Aventura agrees to enter into those agreements
as a third-party to facilitate the collection of the non-ad valorem special assessments
imposed by FRED.
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FDFC_12-21-16
EXHIBIT B-1
SECTION 17. OPINION OF BOND COUNSEL. FRED warrants, based on
counsel's review of the bond validation judgment and the underlying bond documents that
the FDFC PACE program's structure complies with the bond validation judgment and the
underlying bond documents.
SECTION 18. AGENTS OF FRED. FRED shall ensure that its agents,
administrators, subcontractors, successors and assigns are, at all times, in compliance with
the terms of this Agreement and applicable City of Aventura, state and federal laws.
SECTION 19. NOTICES. Any notices to be given hereunder shall be in
writing and shall be deemed to have been given if sent by hand delivery, recognized
overnight courier (such as Federal Express), or by written certified U.S. mail, with return
receipt requested, or by electronic mail, addressed to the Party for whom it is intended, at
the place specified. For the present, the Parties designate the following as the respective
places for notice purposes:
If to FRED:
The Florida Resiliency and Energy District
do Florida Development Finance Corporation
William "Bill" F. Spivey, Jr.
Executive Director
156 Tuskawilla Road, Suite 2340
Winter Springs, FL 32708
bspivey@fdfcbonds.com
and Issuer's Counsel with Broad and Cassel
Joseph Stanton, Esq.
Bank of America Center
390 North Orange Avenue
Suite 1400
Orlando, FL 32801-4961
407.839.4200 (t)
jstanton@broadandcassel.com
If to City of Aventura:
City Manager
City of Aventura
19200 West Country Club Dr.
Aventura, FL 33180
with a copy to:
David M. Wolpin, Esq.
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FDFC 12-21-16
EXHIBIT B-1
City Attorney
Weiss Serota Helfman Cole & Bierman, P.L.
200 E. Broward Blvd., Suite 1900
Fort Lauderdale, FL 33301
954.763.4242 (t)
dwolpin@wsh-law.com
SECTION 20. AMENDMENTS. No modification, amendment or alteration
in the terms or conditions contained herein shall be effective unless contained in a written
document prepared with the same or similar formality as this agreement and executed by
the City of Aventura and FRED or other delegated authority authorized to execute same on
their behalf.
SECTION 21. JOINT EFFORT. The preparation of this Agreement has
been a joint effort of the Parties hereto and the resulting document shall not, solely as a
matter of judicial construction, be construed more severely against one of the Parties than
the other.
SECTION 22. MERGER. This Agreement represents the final and complete
understanding of the Parties regarding the subject matter hereof and supersedes all prior
and contemporaneous negotiations, correspondence, agreements, or understandings
applicable to the matters contained herein; and the Parties agree that there are no
commitments, agreements, or understandings concerning the subject matter of this
Agreement that are not contained in this document. Accordingly, the Parties agree that no
deviation from the terms hereof shall be predicated upon any prior representations or
agreements, whether oral or written.
SECTION 23. ASSIGNMENT. The respective obligations of the Parties set
forth in this Agreement shall not be assigned, in whole or in part, without the written
consent of the other Party hereto.
SECTION 24. THIRD PARTY BENEFICIARIES. None of the Parties
intend to directly or substantially benefit a third party by this Agreement. Therefore, the
Parties acknowledge that there are no third party beneficiaries to this Agreement and that
no third party shall be entitled to assert a right or claim against either of them based upon
this Agreement;provided, however,that counsel to the Parties may rely on this Agreement
for purposes of providing any legal opinions required by the issuance of debt to finance the
Qualifying Improvements.
SECTION 25. RECORDS. The Parties shall each maintain their own
respective records and documents associated with this Agreement in accordance with the
requirements for records retention set forth in Chapter 119, Florida Statutes.
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FDFC_12-21-16
EXHIBIT B-1
SECTION 26. RECORDING. This Limited Purpose Party Membership
Agreement shall be filed by FRED with the Clerk of the Circuit Court in the Public Records
of Miami-Dade County and recorded in the public records of Miami-Dade County as an
amendment to the Interlocal Agreement, in accordance with Section 163.01(11), Florida
Statutes.
SECTION 27. SEVERABILITY. In the event a portion of this Agreement is
found to be unenforceable by a court of competent jurisdiction, that part shall be deemed
severed from this Agreement and the remaining provisions of this Agreement shall remain
in full force and effect.
SECTION 28. EFFECTIVE DATE. This Agreement shall become effective
upon the execution by both Parties hereto.
SECTION 29. LAW, JURISDICTION, AND VENUE. This Agreement
shall be interpreted and construed in accordance with and governed by the laws of the state
of Florida. The Parties agree that the exclusive venue for any lawsuit arising from, related
to, or in connection with this Agreement shall be in the state courts of the Eleventh Judicial
Circuit in and for Miami-Dade County, Florida, the United States District Court for the
Southern District of Florida or United States Bankruptcy Court for the Southern District of
Florida, as appropriate.
[SIGNATURE PAGES FOLLOW]
8
FDFC_12-21-16
EXHIBIT B-I
[SIGNATURE PAGE TO LIMITED PURPOSE PARTY MEMBERSHIP AGREEMENT]
IN WITNESS WHEREOF,the Parties hereto have made and executed this Agreement
on this 16 day of APRIL_ _,2019.
CITY OF AVENTURA, FLORIDA
_ 1/4/9
.ity of ntura Manager
jYAVF
+71.; __ �� Attest:
l' .t. it:K;_:: ',X By:�- Date T> /7
_'-�� r
�J, _ �,tio/ o Ellisa L. Horvath, MMC
�--:_ o• Cit of Aventura Clerk
.� _ i�c Y
STATE OF FLORIDA
COUNTY OF )41 la m1 —D
A .ITie forcgoin l instrument was acknowledged before me this _iv day of
I , I by Pv)•t,o S vtipfiso,J , L=t+opti.- tiielpOif the City of Aventura,
Flofida, who is •r'r nally known to me/has produced as iden-
tification.
den-
tification. ux .
PQ4JTtiQ0ifik
� yped Name: a..�A���
(SEAL) ( ,••,� " ANATHEALIET Notary Public-State of Florida
+6�. NotaryPuol�c StateolFlorida
(• t.
CommissioniGG092171 Commission Number:
'• My Comm.Exp iresAprg,1011
os ,.:'
BmdedrrrcugfNeoraincturAsr.
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9
FDFC 12-21-1G
• ' ' EXHIBIT B-1
[SIGNATURE PAGE TO LIMITED PURPOSE PARTY MEMBERSHIP AGREEMENT]
WI I SS: FLORIDA DEVE OPMENT FINANCE
if ,' CORPORAT N on behalf of FLORIDA
4 ._— RESILIEN AND ENERGY DISTRICT
ik /i 4. _
By:
TNESS: William "Bill" F. Spivey,Jr.
eyetxbre:a Executive Director
A\A‘ISVC\ TeL
STATE OF FLORIDA
COUNTY OF SexY1 i nD If
61-
The foregoin, l; nt was acknowledged before me this I day of
ki-pri 1 , ?,A 1-8; 0-1m "Bill" F ive Jr., Executive Director of the Florida
Development Finance Corporation, who is personally known to me as produced
as identification.
T,fl � d1- I . at
PeName: " tirre.r
U-e rLf h5
(SEAL) Notary Public-State of Florida
Commission Number: G Cri41148
o t,RyO Jennifer Jenkins
oe NOTARY PUBLIC
tf.-7-f- STATE OF FLORIDA
J. ?Comm#GG141148
•s'/HCE 191' Expires 9/5/2021
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FDFC 12-21-16
C-►
NON-EXCLUSIVE INTERLOCAL SUBSCRIPTION AGREEMENT
RELATING TO THE FUNDING AND FINANCING
OF QUALIFYING IMPROVEMENTS BY THE
FLORIDA PACE FUNDING AGENCY
THIS NON—EXCLUSIVE INTERLOCAL SUBSCRIPTION AGREEMENT is made and
entered into as of October t,2018(this"Subscription Agreement"),by and between the City of
Aventura, Florida (the "Subscriber"), and the Florida PACE Funding Agency, a separate legal
entity and public body and unit of local government, established pursuant to Section
163.01(7)(g), Florida Statutes, (the "Agency"),by and through their respective governing bodies.
The purpose of the Subscription Agreement is to secure, in an efficient and uniform manner, for
the Property Owners (as hereinafter defined) within the jurisdiction and boundaries of the
Subscriber the privileges, benefits, powers and terms provided for herein and by law, and
particularly by Section 163.08, Florida Statutes, as amended (the "Supplemental Act"), relating
to the voluntary determination by affected property owners to obtain and finance certain
improvements to property for energy efficiency, renewable energy or wind resistance.
WITNESSETH:
NOW,THEREFORE, in consideration of the mutual covenants herein contained and for
other good and valuable consideration each to the other, receipt of which is,. hereby
acknowledged by each party, the Subscriber and the Agency hereby agree, stipulat and
covenant as follows:
ARTICLE I
DEFINITIONS AND CONSTRUCTION
SECTION 1.01. DEFINITIONS. As used in this Agreement, the following terms
shall have the meanings as defined unless the context requires otherwise:
"Board of Directors"means the governing body of the Agency.
"Agency Charter Agreement" or "Charter" means, unless the context otherwise
requires, the separate interlocal agreement which created and established the Agency,including
any amendments and supplements hereto executed and delivered in accordance with the terms
thereof.
"Financing Agreement" means the agreement authorized hereunder and by the Act
(specifically including section 163.08(4) thereof) between the Agency and a Property Owner
providing for the funding to finance Qualifying Improvements and the imposition of a non-ad
valorem Special Assessment against the Property Owner's assessed property.
"Financing Documents" shall mean the resolution or resolutions duly adopted by the
Agency, as well as any indenture of trust, trust agreement, interlocal agreement or other
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instrument relating to the issuance or security of any bond or Obligations of the Agency and
any agreement between the Agency and the Subscriber, pursuant to which the Subscriber and
Property Owners obtain access to funds provided by the Agency.
"Obligations" shall mean a series of bonds, obligations or other evidence of
indebtedness, including, but not limited to, notes, commercial paper, certificates or any other
obligations of the Agency issued hereunder or pursuant hereto, or under any general law
provisions, and pursuant to the Financing Documents. The term shall also include any lawful
obligation committed to by the Agency or pursuant to an interlocal agreement with another
governmental body or agency and/or warrants issued for services rendered or administrative
expenses.
"Program" means the program operated by the Agency to provide financing for
Qualifying Improvements undertaken within the jurisdiction of the Subscriber. Unless
determined otherwise by the Subscriber, the Agency's Program will be non-exclusive; and, the
Subscriber may embrace or authorize any similar program under the Act as the Subscriber sees
fit and in the interest of the public.
"Property Owner"means, collectively,all of the record owners of real property subject to a
Financing Agreement.
"Qualifying Improvements" means those improvements for energy efficiency,
renewable energy, or wind resistance described in the Supplemental Act authorized to be
affixed and/or installed by the record owner of an affected property. The term does not include
similar improvements underwritten or financed by local, state or federal programs including,
but not limited to State Housing Initiatives Partnership or SHIP Program, which are not secured
by a special or non-ad valorem assessment.
"Special Assessments" means the non-ad valorem assessments authorized by the
Supplemental Act and levied by the Agency on property owned by participating property
owner who has entered into a Financing Agreement with the Agency to fund the costs of
Qualifying Improvements.
SECTION 1.02 CONSTRUCTION.
(A) Words importing the singular number shall include the plural in each case and
vice versa, and words importing persons shall include firms and corporations. The terms
"herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this
Subscription Agreement; the term "heretofore" shall mean before the date this Subscription
Agreement is executed; and the term "hereafter" shall mean after the date this Subscription
Agreement is executed.
(B) Each recital, covenant, agreement, representation and warranty made by a party
herein shall be deemed to have been material and to have been relied on by the other party to
this Subscription Agreement. Both parties have independently reviewed this Subscription
Agreement with their own counsel and covenant that the provisions hereof shall not be
construed for or against either the Subscriber or the Agency by reason of authorship.
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SECTION 1.03. SECTION HEADINGS. Any headings preceding the texts of
the several Articles and Sections of this Subscription Agreement and any table of contents or
marginal notes appended to copies hereof shall be solely for convenience of reference and shall
neither constitute a part of this Subscription Agreement nor affect its meaning, construction or
effect.
SECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared
that:
(A) The State has declared it the public policy of the State to develop energy
management programs aimed at promoting energy conservation and wind resistance or
'hardening' programs achieving hurricane and wind damage mitigation.
(B) The State Legislature has determined there is a compelling state interest in
enabling property owners to voluntarily finance Qualifying Improvements with local
government assistance. The actions authorized by the Supplemental Act, including the
financing of Qualifying Improvements through the execution of Financing Agreements and the
related imposition of a Special Assessment, are reasonable and are necessary for the prosperity
and welfare of the State,the Subscriber and its property owners and inhabitants.
(C) The Agency has secured a binding final judgment,binding and only advantageous
to the Agency, which has statewide effect. Such judgment carefully relieves the Subscriber from
cost and liability associated with implementation of the Agency's Program.
(D) The Agency has provided evidence to the Subscriber that: (1) the Agency's
Program has assembled, at the Agency's sole cost and expense, open public governance and
oversight, staffing in the form of qualified third-party administration, active funding provider
servicing oversight, dedicated Program counsel, and an independent institutional trustee, (2)
that the Agency is immediately ready to commence origination of Special Assessments for
Qualifying Improvements, and (3) that the Agency presently has large scale funding in place
and available under an executed bond purchase agreement and trust indenture.
(E) The availability of the non-exclusive Program offered by the Agency (without
cost to, assumption of liability by or demand upon the credit of the Subscriber) and the
voluntary participation in the Program by Property Owners will provide an alternative
financing option to finance and repay the costs to provide and install Qualifying Improvements.
(F) This Agreement provides an alternative, supplemental and non-exclusive means to
achieve, inter alia, immediate and careful local economic development, commerce and job creation,
as well as the compelling State interests and public purposes described in the Supplemental Act.
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ARTICLE II
SUBSCRIPTION
SECTION 2.01. AUTHORITY.
(A) The execution hereof has been duly authorized by the resolution of the
governing bodies of each party hereto.
(B) The Agency by this Subscription Agreement is hereby authorized to act to
provide its services, and conduct its affairs, within the boundaries of the Subscriber's
jurisdiction.
(C) The execution of this Subscription Agreement evidences the express authority
and concurrent transfer of all necessary powers to the Agency, and the covenant to reasonably
cooperate by the Subscriber, so that the Agency may facilitate, administer, implement and
provide Qualifying Improvements, facilitate Financing Agreements and non-ad valorem
assessments only on properties subjected to same by the record owners thereof, develop
markets, structures and procedures to finance same, and to take any actions associated
therewith or necessarily resulting there from, as contemplated by the Supplemental Act as the
same may be amended from time to time.
(D) By resolution of the governing bodies of each of the parties and as implemented
pursuant by this Subscription Agreement, all power and authority available to the Agency
under its Charter and general law, including without limitation, Chapters 163, 189 and 197,
Florida Statutes, shall be deemed to be authorized and may be implemented by the Agency
within the boundaries of the Subscriber.
(E) This Subscription Agreement may be amended only by written amendment
hereto.
SECTION 2.02. CREATION OF STATE, COUNTY OR MUNICIPAL DEBTS
PROHIBITED. The Agency shall not be empowered or authorized in any manner to
create a debt as against the State, county, or any municipality, and may not pledge the full faith
and credit of the State, any county, or any municipality. All revenue bonds or debt obligations
of the Agency shall contain on the face thereof a statement to the effect that the State, county or
any municipality shall not be obligated to pay the same or the interest and that they are only
payable from Agency revenues or the portion thereof for which they are issued and that neither
the full faith and credit nor the taxing power of the State or of any political subdivision thereof
is pledged to the payment of the principal of or the interest on such bonds. The issuance of
revenue or refunding bonds under the provisions of law, the Charter Agreement, or this
Subscription Agreement shall not directly or indirectly or contingently obligate the State, or any
county or municipality to levy or to pledge any form of ad valorem taxation whatever therefore
or to make any appropriation for their payment.
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SECTION 2.03. ADOPTION OF RATES,FEES AND CHARGES.
(A) The Board of Directors may adopt from time to time by resolution such rates,
fees or other charges for the provision of the services of the Agency to be paid by the record
owner of any property,pursuant to a Financing Agreement described in the Supplemental Act.
(B) Such rates, fees and charges shall be adopted and revised so as to provide
moneys, which, with other funds available for such purposes, shall be at least sufficient at all
times to pay the expenses of administering, managing, and providing for the services and
administration of the activities of the Agency, to pay costs and expenses provided for by law or
the Charter Agreement and the Financing Documents, and to pay the principal and interest on
the Obligations as the same shall become due and reserves therefore, and to provide for
necessary administration and reasonable margin of safety over and above the total amount of
such payments. Notwithstanding any other provision in the Charter Agreement or this
Subscription Agreement, such rates, fees and charges shall always be sufficient to comply fully
with any covenants contained in the Financing Documents.
(C) Such rates, fees and charges may vary from jurisdiction to jurisdiction, but shall
be just and equitable and uniform at the time of imposition for the record owners in the same
class of or within each subscribing local governmental jurisdiction electing to enter into any
Financing Agreement reement described in the Supplemental Act and may be based upon or computed
upon any factor (including, by way of example and not limitation, competitive or market
conditions, distinguishing between residential and non-residential properties or uses,
distinguishing between variable costs of administrative services over time) or combination of
factors affecting the demand or cost of the services furnished or provided to administer the
services and affairs of the Agency as may be determined by the Board of Directors from time to
time.
(D) Notwithstanding anything in this Subscription Agreement to the contrary, the
Agency may establish a general fund and/or performance assurance account into which moneys
may be deposited from an annual surcharge upon the Special Assessments imposed, pledged to
or collected by the Agency. Any moneys deposited to such general fund account from such a
surcharge shall be considered legally available for any lawful purpose approved by the Board of
Directors. Moneys in such general fund and/or performance assurance account may be used to
pay for or reimburse initial costs and expenses advanced or associated with start-up costs,
feasibility studies, economic analysis, financial advisory services, program development or
implementation costs or enhancements,public education,energy audits, administration, quality
control, vendor procurement, and any other purpose associated with the purpose or mission of
the Agency approved by the Board of Directors.
SECTION 2.04. FINANCING AGREEMENTS.
(A) The Agency shall prepare and provide to each participating property owner the
form of the Financing Agreement which complies with the Supplemental Act and is in
accordance with the Financing Documents as designated by the Board of Directors from time to
time.
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(B) The Agency, not the Subscriber, shall be solely responsible for all matters
associated with origination, funding, financing, collection and administration of each of the
Agency's authorized non-ad valorem assessments.
SECTION 2.05. IMPOSITION OF SPECIAL ASSESSMENTS PURSUANT TO
FINANCING AGREEMENTS.
(A) Upon execution by the record owners and the Agency, the Financing Agreement
or a summary or memorandum thereof shall be recorded by the Agency within five (5) days of
execution as required by Section 163.08(8), Florida Statutes. The recorded Financing
Agreement, or summary or memorandum thereof, provides constructive notice that the non-ad
valorem assessment to be levied on the P PtY equaldignity
subject property r constitutes a lien of to ad
valorem taxes and assessments from the date of recordation.
(B) In a reasonably cooperative and uniform manner the Agency is authorized to
and shall provide a digital copy to the property appraiser or tax collector of the recorded
Financing Agreement or summary thereof, the most recent property identification number and
annual amount of the non-ad valorem assessment along with such other efficient and
reasonable information necessary for the tax collector to collect such amounts on behalf of the
Agency pursuant to Sections 197.3632 and 163.08, Florida Statutes, as a non-ad valorem
assessment.
SECTION 2.06. COLLECTION OF SPECIAL ASSESSMENTS.
(A) The Agency shall be solely responsible for professionally coordinating all
interface with the tax collector or property appraiser, and minimize to the greatest extent
reasonably possible the time, effort and attention of these public officials to accomplish the
public purposes and direction of the Supplemental Act subscribed to by the Subscriber.
Subscriber hereby respectfully requests and encourages the tax collector or property appraiser
to only impose, charge, or deduct the minimum amount allowed by general law for the
collection or handling of the Special Assessments which are the subject of this Subscription
Agreement.
(B) To advance Program acceptance and to minimize Program participation costs,
and because each Property Owner is voluntarily undertaking to achieve and underwrite the
unique and compelling State interests described in the Supplemental Act, the Subscriber urges
either the waiver of such fees by the tax collector and property appraiser or a flat five dollar($5)
fee per year per tax parcel for such purposes which shall be paid by the Agency via deduction,
by the institutional trustee required by the Financing Documents, or as otherwise reasonably
agreed to by the Agency and these parties.
SECTION 2.07. PLEDGE OF PROCEEDS FROM NON AD VALOREM
ASSESSMENTS.
(A) The Agency will take such actions as are necessary for the lawful levy of the
Special Assessments against all lands and properties specially benefitted by the acquisition,
construction and financing of Qualifying Improvements. If any assessment made with respect
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to any property shall be either in whole or in part annulled, vacated or set aside by the
judgment of any court, or if the Agency or Subscriber shall be satisfied that any such assessment
is so irregular or defective that the same cannot be enforced or collected, the Agency is
authorized to take all necessary steps to cause a new assessment to be made for the whole or
any part of any Qualifying Improvements or against any property specially benefitted by such
improvement,to the extent and in the manner provided by law.
(B) Pursuant to the Financing Documents and this Subscription Agreement, the
Agency shall irrevocably pledge and, to the fullest extent permitted by law, pledge and assign
any and all revenues derived from Special Assessments to the repayment of any debt obligation
issued by the Agency pursuant to the Financing Documents.
(C) The Subscriber shall not incur or ever be requested to authorize any obligations
secured by Special Assessments associated with Qualifying Improvements imposed by the
Agency.
(D) Each series of Financing Documents shall be secured forthwith equally and
ratably by a pledge of and lien upon the Special Assessments. The obligations of the Agency
under and pursuant to the Financing Documents shall not be or constitute general obligations
or an indebtedness of the Subscriber as "bonds" within the meaning of the Constitution of
Florida, but shall be payable from and secured solely by a lien upon and pledge of the Special
Assessments as provided herein. Neither the Agency nor any holder of any debt obligation
issued by the Agency pursuant to the Financing Documents shall ever have the right to compel
the exercise of the ad valorem taxing power of the Subscriber or taxation in any form of
property therein to pay any amount due under any Financing Documents or any Special
in Documents shall not constitute a lien upon anyroe of or in the
Assessment. The Financing p property rty
Subscriber except as to the respective Special Assessments in the manner provided herein and by
law.
SECTION 2.08. CARBON OR SIMILAR CREDITS. The form of Financing
Agreement in each instance shall provide for the transfer of any carbon or similar mitigation
credits derived from Qualifying Improvements to the Agency, with such revenues therefrom, if
any ever materialize, to be used by the Agency to underwrite generally its operation, mission
and purpose. By execution hereof any such interest in mitigation credits shall be assigned by
the Subscriber to the Agency without any future action by the parties. Provided, however, the
Subscriber shall upon request from time to time execute and deliver all such documents as may
be reasonably required to further evidence the assignment and transfer of such interests to the
Agency. Such credits expressly exclude investment tax credits available under the Internal
Revenue Code or monetary rebates available to the Property Owner.
ARTICLE III
GENERAL PROVISIONS
SECTION 3.01. INTERLOCAL AGREEMENT PROVISIONS. This Subscription
Agreement constitutes a joint exercise of power, privilege or authority by and between the
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Subscriber and the Agency and shall be deemed to be an "interlocal agreement" within the
meaning of the Florida Interlocal Cooperation Act of 1969, as amended. This Subscription
Agreement shall be filed by the Agency with the Clerk of the Circuit Court of the county in
which the Subscriber is located.
SECTION 3.02. DISCLOSURE.
(A) The Agency has provided a copy of (1) the Supplemental Act, (2) the Agency's
Charter Agreement, (3) the Final Judgment in Fla. PACE Funding Agency v. State, No. 2011-CA-
1824 (Fla. 2d Cir. Ct. 2011), and (4) other relevant disclosure information and background
materials to the Subscriber prior to execution hereof. Subscriber, through its own staff and
advisors, has independently reviewed and considered the foregoing and other relevant
information of its choosing.
(B) The objective of the Agency's mission is to offer a uniform, standardized and
scalable approach that provides efficiencies and economies of scale intended to attract
voluntary financing of Qualifying Improvements and stimulate a substantial and meaningful
flow of private sector economic activity and new job creation. In doing so, each subscribing
local government by entering into a subscription agreement of this nature authorizes the
availability of the Agency's uniform program to property owners in the subscribing jurisdiction.
Accordingly, the Agency has engaged, and may engage in the future, various advisors,
consultants, attorneys or other professionals or firms with recognized expertise necessary to
accomplish the Agency's mission.
(C) Each of the various advisors, consultants, attorneys or other professionals
engaged by the Agency has been, and shall in the future be, disclosed to the Subscriber. The
Subscriber and Agency recognize, consider and acknowledge the fact or possibility that one or
more of the various professionals or firms may serve as the advisor to the Agency in its mission,
and to the Subscriber or another client in providing other similar professional services, outside
of the provision, funding and financing of Qualifying Improvements. Such circumstance is
acceptable and will not be construed as a conflict, be objected to unreasonably, nor be used as
the basis for its disqualification of such professionals or firms from any continued or future
representation of either party hereto which can otherwise be resolved by a reasonable waiver.
SECTION 3.03. TERM OF AGREEMENT; DURATION OF AGREEMENT;
EXCLUSIVITY.
(A) This Subscription Agreement shall commence as of the date first above written,
and shall remain in effect until terminated as herein provided. Either party (the "non-breaching
party") may terminate this Subscription Agreement by providing the other party (the
"breaching party") 10 days prior written notice ("Termination Notice") in the event the
breaching party breaches this Subscription Agreement and such breach is not cured to the
reasonable satisfaction of the non-breaching party within a reasonable period of time following
notice of such breach. Beginning on the date the Agency receives from, or gives to, the
Subscriber a Termination Notice ("Termination Date"), the Agency shall not approve any new
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applications affecting property within the legal boundaries of the Subscriber. Provided,
however either party may unilaterally terminate this Agreement prior to any Financing
Agreements being executed or, if earlier, the issuance of any Obligations of the Agency secured
by pledged revenues derived from within the jurisdiction or boundaries of the Subscriber.
(B) In the event of any termination hereunder, and so long as the Agency has
Obligations outstanding which are secured by pledged revenues derived from Financing
Agreements relating to any properties within the jurisdiction or boundaries of the Subscriber, or
the Agency has projects for Qualified Improvements underway therein, the applicable
provisions, authority and responsibility under this Agreement reasonably necessary to carry out
the remaining aspects of the Program and responsibilities of Agency then underway, shall
remain in effect and survive such termination until such time as those obligations and all
associated remaining Program responsibilities are fulfilled (including, but not limited to the
collection of assessments in due course).
SECTION 3.04. AMENDMENTS AND WAIVERS.
(A) Except as otherwise provided herein, no amendment, supplement, modification
or waiver of this Subscription Agreement shall be binding unless executed in writing by the
Subscriber and Agency.
(B) To the extent the Agency has no outstanding bonds, Obligations or other
evidence of indebtedness, this Subscription Agreement may be amended or modified or
provisions hereto waived upon the written consent of all parties hereto.
(C) To the extent the Agency has outstanding bonds, Obligations or other evidence
of indebtedness arising from Financing Agreements relating to properties within the
jurisdiction or boundaries of the Subscriber, this Subscription Agreement may not be amended
or modified in any way that is materially adverse to holders of such bonds,Obligations or other
evidence of indebtedness without the consent in writing of the holders of at least two-thirds
(2/3) or more in principal amount of such bonds, Obligations or other evidence of indebtedness
(exclusive of any warrants issued by the Agency) then outstanding, or any insurer duly
authorized to provide such consent on behalf of such holders.
SECTION 3.05. NOTICES.
(A) All notices, certificates or other communications hereunder shall be sufficiently
given and shall be deemed given when hand delivered (or confirmed electronic facsimile
transmission) or mailed by registered or certified mail, postage prepaid, or sent by nationally
recognized overnight courier (with delivery instructions for "next business day" service) to the
parties at the following addresses:
Subscriber: City Manager
City of Aventura
19200 West Country Club Dr.
Aventura, FL 33180
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With a copy to: David M.Wolpin, Esq.
City Attorney
Weiss Serota Helfman Cole&Bierman,P.L.
200 E.Broward Blvd., Suite 1900
Fort Lauderdale, FL 33301
954.763.4242(t)
dwolpin@wsh-law.com
Agency: Executive Director
Florida PACE Funding Agency
c/o Counterpointe Energy Solutions
2600 Maitland Parkway,Suite 163
Maitland,Florida 32751
With a copy to: Program Counsel for the Florida PACE Funding Agency
P.O.Box 14043
Tallahassee,Florida 32317-4043
(B) Any of the parties may, by notice in writing given to the other, designate any
further or different addresses to which subsequent notices, certificates or other communications
shall be sent. Any notice shall be deemed given on the date such notice is delivered by hand(or
confirmed electronic onic facsimile transmission)or three days after the date mailed.
SECTION 3.06. QUALITY CONTROL AND COMMUNICATION. For quality
control purposes the Agency and Subscriber desire, and the Agency covenants to develop,
implement and employ policies, systems and procedures which are within industry standards;
with such standards being reasonably expected to change and evolve over time. An ongoing
positive and informal line of communication between staff and agents for the parties is
encouraged. At any time,notwithstanding lack of default or lack of material breach hereunder,
the Subscriber is encouraged to objectively and specifically communicate to the Agency in
writing as provided for herein any concerns, suggestions or disapproval with performance,
policies, systems or procedures being employed by the Agency. The Agency through its
administrator, Executive Director, or a duly authorized designee, will promptly respond in
writing to all such communications (reasonably within fifteen (15) days of receipt of any such
written communication,but sooner if necessary) and follow-up accordingly; and, also promptly
communicate any such response, follow-up, and all related communication to the Board of
Directors for review.
SECTION 3.07. IMMUNITY;LIMITED LIABILITY.
(A) All of the privileges and immunities from liability and exemptions from laws,
ordinances and rules which apply to the activity of officials, officers, agents or employees of the
parties shall apply to the officials, officers, agents or employees thereof when performing their
respective functions and duties under the provisions of this Subscription Agreement.
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(B) The Subscriber and Agency are and shall be subject to Sections 768.28 and
163.01(9)(c), Florida Statutes, and any other provisions of Florida law governing sovereign
immunity. Pursuant to Section 163.01(5)(o), Florida Statutes, and this covenant of the parties
hereto, the local governments who are either or both the incorporators or members of the
Agency shall not be held jointly liable for the torts of the officers or employees of the Agency, or
any other tort attributable to the Agency, and that the Agency alone shall be liable for any torts
attributable to it or for torts of its officers, employees or agents, and then only to the extent of
the waiver of sovereign immunity or limitation of liability as specified in Section 768.28, Florida
Statutes. The Subscriber and Agency acknowledge and agree that the Agency shall have all of
the privileges and immunities from liability and exemptions from laws, ordinances, rules and
common law which apply to the municipalities and counties of the State. Nothing in this
Subscription Agreement is intended to inure to the benefit of any third-party for the purpose of
allowing any claim, which would otherwise be barred under the doctrine of sovereign
immunity or by operation of law.
(C) Neither the Subscriber, nor the local governments who are either or both the
incorporators or members of the Agency, nor any subsequently subscribing or participating
local government in the affairs of the Agency shall in any manner be obligated to pay any debts,
obligations or liabilities arising as a result of any actions of the Agency, the Board of Directors
or any other agents, employees, officers or officials of the Agency,except to the extent otherwise
mutually and expressly agreed upon, and neither the Agency, the Board of Directors or any
other agents, employees, officers or officials of the Agency have any authority or power to
otherwise obligate either the Subscriber, the local governments who are either or both the
incorporators or members of the Agency, nor any subsequently subscribing or participating
local government in the affairs of the Agency in any manner.
SECTION 3.08. BINDING EFFECT. This Subscription Agreement shall be
binding upon the parties, their respective successors and assigns and shall inure to the benefit
of the parties, their respective successors and assigns.
SECTION 3.09. SEVERABILITY In the event any provision of this
Subscription Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any other provision
hereof.
SECTION 3.10. EXECUTION IN COUNTERPARTS. This Subscription
Agreement may be simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
SECTION 3.11. APPLICABLE LAW. The exclusive venue of any legal or
equitable action that arises out of or relates to this Subscription Agreement shall be the
appropriate state court in Miami-Dade County. In any such action, Florida law shall apply and
the parties waive any right to jury trial.
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SECTION 3.12. ENTIRE AGREEMENT. This Subscription Agreement
constitutes the entire agreement among the parties pertaining to the subject matter hereof, and
supersedes all prior and contemporaneous agreements, understandings, negotiations and
discussions of the parties, whether oral or written, and there are no warranties, representations
or other agreements among the parties in connection with the subject matter hereof, except as
specifically set forth herein.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the undersigned have caused this Subscription Agreement to
be duly executed and entered into as of the date first above written.
THE CITY OF AVENTURA
(SEAL) );\`�
r By: ,,4-1...-0,4944,
* Cit
��r� ..���, y Manager
,ked
cl o/d
LSCC
Attest: Approved as to form:
AAL. 174)/-)/)7
Ellisa L. Horvath, MMCOF David M.Wolpin
City Clerk Weiss Serota Hellman Cole&Bierman,P.L.
City Attorney
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•
IN WITNESS WHEREOF, the undersigned have caused this Subscription Agreement to
be duly executed and entered into as of the date first above written.
THE FLORIDA PACE FUNDING A ,ENCY
(SEAL��.a L44W4
o : ;SEAS By:7
Michael H. Steigerwald, Executive Director
4�"y�llili111111\\t aw
ATTES
Donald T. Smallwood, Secretary
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EXHIBIT D-1
MEMBERSHIP AGREEMENT
BETWEEN THE
GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY (PACE) DISTRICT
AND THE CITY OF AVENTURA
This Membership Agreement (the "Membership Agreement") is entered into this I, day
of October, 2018 by and between the Green Corridor Property Assessment Clean Energy
(PACE) District, a public body corporate and politic (the "Green Corridor"), and the City of
Aventura, Florida, a municipal corporation of the State of Florida (the "City") (collectively, the
"Parties") for the purpose of providing a PACE program within the City.
RECITALS
WHEREAS, on August 6, 2012, the Green Corridor was created as a separate legal
entity pursuant to Section 163.01(7), Florida Statutes, to finance qualifying improvements in
accordance with Section 163.08, Florida Statutes; and
WHEREAS, on September 4, 2018, the City adopted Resolution No. 2018-71 agreeing
to join the Green Corridor as a non-voting member in order to finance qualifying improvements
in the City in accordance with Section 163.08, Florida Statutes; and
WHEREAS, the Parties have determined that entering into this Membership Agreement
is in the best interest and welfare of the property owners within the Green Corridor and City.
NOW, THEREFORE, in consideration of the terms and conditions, promises and
covenants hereinafter set forth,the Parties agree as follows:
Section 1. Recitals Incorporated. The above recitals are true and correct and
incorporated herein.
Section 2. Purpose. The purpose of this Membership Agreement is to facilitate the
financing of qualifying improvements for property owners within the City in accordance with
Section 163.08, Florida Statutes, by virtue of the City's joining the Green Corridor as a non-
voting member and utilizing the Green Corridor's existing program(the "Program").
Section 3. Qualifying Improvements. The City shall allow the Green Corridor to
provide financing of qualifying improvements, as defined in Section 163.08, Florida Statutes, on
properties within the City.
Section 4. Non-Exclusive. The Green Corridor Program is non-exclusive, meaning
the City specifically reserves the right to join any other entity providing a similar program under
Section 163.08, Florida Statutes, or create its own program under Section 163.08, Florida
Statutes.
Section 5. Program Guidelines. The Parties agree that, unless the City desires to
implement its own local program guidelines as described below, the Program to be offered in the
City will be wholly governed by the Green Corridor's Program Guidelines. If the City desires to
implement its own local program guidelines, it may do so upon sixty (60) day's written notice to
the Green Corridor. Any such local program guidelines can be amended and changed only by
the authorized designee of the City. These local program guidelines shall be consistent with the
Page 1 of 5
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Municipal v.2-12-18
EXHIBIT D-1
Green Corridor's guidelines. The City may adopt more restrictive guidelines than that of the
Green Corridor. However, if there is a conflict between the Green Corridor's guidelines and the
City's guidelines,the Green Corridor's guidelines shall control.
Section 6. Boundaries. Pursuant to this Membership Agreement, the boundaries of
the Green Corridor shall include the legal boundaries of the City, which boundaries may be
limited, expanded, or more specifically designated from time to time by the City by providing
written notice to the Green Corridor. As contemplated in the Interlocal Agreement (as defined in
Section 8) and as supplemented by this Membership Agreement, the Green Corridor will, on a
non-exclusive basis, levy voluntary non ad valorem special assessments on the benefitted
properties within the boundaries of the City to help finance the costs of qualifying improvements
for those individual properties. Those properties receiving financing for qualifying
improvements shall be assessed from time to time, in accordance with Section 163.08, Florida
Statutes and other applicable law. Notwithstanding termination of this Membership Agreement
or notice of a change in boundaries by the City as provided for above, those properties that have
received financing for qualifying improvements shall continue to be a part of the Green Corridor,
until such time that all outstanding debt has been satisfied.
Section 7. Financing Agreement. The Parties agree that the Green Corridor may
enter into a financing agreement, pursuant to Section 163.08, Florida Statutes, with property
owner(s) within the City who obtain financing through the Green Corridor.
Section 8. Amended and Restated Interlocal Agreement. The Parties agree that
the City shall be subject to all terms, covenants, and conditions of the Amended and Restated
Interlocal Agreement recorded in the Official Records of Miami-Dade County at Official
Records Book 28217, Page 0312, which created the Green Corridor (the "Interlocal
Agreement"). In the event of any conflict between the Interlocal Agreement and this
Membership Agreement, this Membership Agreement shall control the rights and obligations of
the City.
Section 9. Responsibilities of the Green Corridor; Indemnification. The Green
Corridor shall be solely responsible for all matters associated with origination, funding, financing
and administration of each of the Green Corridor's authorized non-ad valorem assessments,
including responding to any complaints or inquiries by participants, tax certificate holders,
lenders or others relating to the Program's special assessments, the Program's financing
agreements, the Program's qualifying improvements, or any other aspect of the Program. The
Parties understand that indemnification of the Green Corridor members is provided for in Section
16 of the Interlocal Agreement, and that such provisions shall apply to the City. In addition to the
indemnification provided pursuant to the Interlocal Agreement, the Green Corridor will directly
indemnify and hold harmless the City, its respective officers, agents and employees, from and
against any and all demands, claims, losses, suits, liabilities, causes of action, judgment or
damages, arising out of, related to, or in any way connected with performance or
nonperformance by the Green Corridor, its officers, contractors and agents for all matters
associated with origination, funding, financing and administration of each of the Green
Corridor's authorized non-ad valorem assessments, including responding to any complaints or
inquiries by participants, tax certificate holders, lenders or others relating to the Program's
special assessments, the Program's financing agreements, the Program's qualifying
improvements, or any other aspect of the Program. This grant of indemnification shall not be
deemed or treated as a waiver by the Green Corridor of any immunity to which it is entitled by
Page 2 of 5
Membership Agreement—Green Corridor Property Assessment Clean Energy(PACE)District
Municipal v.2-12-18
EXHIBIT D-1
law, including but not limited to the District's sovereign immunity as set forth in Section 768.28,
Florida Statutes. This Section shall survive termination of this Agreement.
Section 10. Agreements with Tax Collector, Property Appraiser and
Municipalities. The Green Corridor acknowledges that the City has no authority to bind the
County Tax Collector and the County Property Appraiser, and the Green Corridor will be
required to enter into separate agreement(s) with the County Tax Collector and/or the County
Property Appraiser, which shall establish the fees (if any)to be charged by the Tax Collector and
Property Appraiser for the collection or handling of the Program's special assessments.
Section 11. Resale or Refinancing of a Property. The Green Corridor recognizes
that some lenders may require full repayment of the Program's special assessments upon resale
or refinancing of a property subject to the Program's special assessments. The Green Corridor
agrees to provide written disclosure of this matter to all City property owners that may utilize the
Program.
Section 12. Term. This Membership Agreement shall remain in full force and effect
from the date of its execution by both Parties. Any Party may terminate this Membership
Agreement upon ninety(90) days prior written notice.
Section 13. Consent. This Membership Agreement and any required resolution or
ordinance of an individual Party shall be considered the City's consent to joining the Green
Corridor and participation therein, as required by Section 163.08, Florida Statutes.
Section 14. Voting Rights. The Parties agree that the City shall be a non-voting
member of the Green Corridor for the term of this Membership Agreement.
Section 15. Notices. Any notices to be given hereunder shall be in writing and shall
be deemed to have been given if sent by hand delivery, recognized overnight courier (such as
Federal Express), or by written certified U.S. mail, with return receipt requested, addressed to the
Party for whom it is intended, at the place specified. For the present, the Parties designate the
following as the respective places for notice purposes:
If to Green Corridor:
Paul Winkeljohn, Executive Director
Green Corridor
5385 Nob Hill Rd.
Sunrise, FL 33351
If to City: With a Copy to:
City Manager David M. Wolpin, Esq.
City of Aventura City Attorney
19200 West Country Club Dr. Weiss Serota Helfman
Aventura, FL 33180 Cole &Bierman, P.L.
200 E. Broward Blvd., Suite 1900
Fort Lauderdale, FL 33301
954.763.4242 (t)
dwolpin@wsh-law.com
Page 3 of 5
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Municipal v.2-12-18
EXHIBIT D-1
Section 16. Amendments. It is further agreed that no modification, amendment or
alteration in the terms or conditions herein shall be effective unless contained in a written
document executed by the Parties hereto.
Section 17. Joint Effort. The preparation of this Membership Agreement has been a
joint effort of the Parties hereto and the resulting document shall not, solely as a matter of
judicial construction, be construed more severely against one of the Parties than the other.
Section 18. Merger. This Membership Agreement incorporates and includes all prior
negotiations, correspondence, agreements, or understandings applicable to the matters contained
herein; and the Parties agree that there are no commitments, agreements, or understandings
concerning the subject matter of this Membership Agreement that are not contained in this
document. Accordingly, the Parties agree that no deviation from the terms hereof shall be
predicated upon any prior representations or agreements, whether oral or written. It is further
agreed that no change, amendment, alteration, or modification in the terms and conditions
contained herein shall be effective unless contained in a written document, executed with the
same formality, and of equal dignity herewith by all Parties to this Membership Agreement.
Section 19. Assignment. The respective obligations of the Parties set forth in this
Membership Agreement shall not be assigned, in whole or in part, without the written consent of
the other Party hereto.
Section 20. Records. The Parties shall each maintain their own respective records and
documents associated with this Membership Agreement in accordance with the requirements for
records retention set forth in Chapter 119, Florida Statutes.
Section 21. No Third Party Beneficiaries. It is the intent and agreement of the
Parties that this Agreement is solely for the benefit of the Parties and no person not a party hereto
shall have any rights or privileges hereunder.
Section 22. Severability. In the event a portion of this Membership Agreement is
found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue
to be effective.
Section 23. Venue. The exclusive venue of any legal or equitable action against the
City that arises out of or relates to this Membership Agreement shall be the appropriate state
court in Miami-Dade County.
Section 24. Effective Date. This Membership Agreement shall become effective upon
the execution by the Parties hereto.
[This space intentionally left blank. Signature page follows.]
Page 4 of 5
Membership Agreement—Green Corridor Property Assessment Clean Energy(PACE)District
Municipal v.2-12-18
EXHIBIT D-1
IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement
on the day first written above.
ATTEST: GREEN CORRIDOR PROPERTY
ASSESSMENT CLEAN ENERGY (PACE)
DISTRICT
i
By: / By: Li
Distric ecretary /' Executiv. i irector
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
By: a -
Weiss Serota Helfman
Cole&Bierman P.L., District Attorney
ATTEST: THE CITY OF AVENTURA, FLORIDA
BY . A i.. = ,., .�, By:
--ec-e..e06VezW-
Ellisa L. Horvath, M � ��y City Manager
efriP
<<ry
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
By:
David M. Wolpin, City Attorney
[SIGNATURE PAGE TO MEMBERSHIP AGREEMENT]
Page 5 of 5
Membership Agreement—Green Corridor Property Assessment Clean Energy(PACE)District
Municipal v.2-12-18
EXHIBIT 9-1
IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement
on the day first written above.
ATTEST: GREEN CORRIDOR PROPERTY
ASSESSMENT CLEAN ENERGY (PACE)
f
DISTRI T
By: / By: __ Li
Distric ecretary Executiv: irector
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
7r7:77Z-
a
By:
Weiss Serota Helfman
Cole& Bierman P.L., District Attorney
ATTEST: THE CITY OF AVENTURA, FLORIDA
By: — By: — —Ellisa L. Horvath, MMC City Manager
APPROVED AS TO FORM
AND T Pc;AT STTFFTCTFNCV•
By: t-- --David M. Wolpin, City Attorney
[SIGNATURE PAGE TO MEMBERSHIP AGREEMENT]
Page 5 of 5
Membership Agreement—Green Corridor Property Assessment Clean Energy(PACE)District
Municipal v.2-12-18
EXHIBIT A-2
INDEMNIFICATION AGREEMENT BETWEEN
THE CITY OF AVENTURA,FLORIDA AND
RENEW FINANCIAL GROUP,LLC,ADMINISTRATOR FOR
THE FLORIDA GREEN FINANCE AUTHORITY
THIS INDEMNIFICATION AGREEMENT(the"Agreement") is entered into this
day of1Wbrt.4,-4.4 0 , 2019 by and between the CITY OF AVENTURA, a Florida municipal
corporation(the"City"),and RENEW FINANCIAL GROUP,LLC("RENEW"),the administrator
of the Florida Green Finance Authority ("FGFA"), collectively,the "Parties."
WHEREAS,the City and the FGFA have proposed to enter into an agreement to authorize
FGFA to operate within the boundaries of the City for the purposes of providing a Property
Assessed Clean Energy (PACE)program; and
WHEREAS, RENEW is the third party administrator for FGFA, and RENEW would be
operating on behalf of FGFA within the City; and
WHEREAS, RENEW is a Delaware company authorized to transact business in Florida:
and
WHEREAS, RENEW has agreed to provide the City with a separate. indemnification
agreement for the benefit of the City.
NOW,THEREFORE,the City and RENEW hereby enter into the following Agreement:
1. The foregoing recitals are incorporated into this Agreement and approved.
2. RENEW shall indemnify and hold harmless the City and its officers, employees, agents
and instrumentalities from any and all liability, losses or damages, including attorneys' fees and
costs of defense, which the City or its officers, employees, agents or instrumentalities may incur
as a result of claims,demands,suits,causes of actions or proceedings of any kind or nature arising
out of, relating to or resulting from the performance of this Agreement by RENEW or its
employees, agents, servants, partners, principals, administrators, subcontractors, or agents.
RENEW shall pay all claims and losses in connection therewith and shall investigate and defend
all claims,suits or actions of any kind or nature in the name of the City,where applicable,including
appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue
thereon, in each case with counsel selected by the City with the approval of RENEW, whose
approval shall not be unreasonably withheld. RENEW expressly understands and agrees that any
insurance protection shall in no way limit the responsibility to indemnify,keep and save harmless
and defend the City or its officers, employees, agents and instrumentalities as herein provided.
3. This Agreement shall be interpreted and construed in accordance with and governed by the
EXHIBIT A-2
laws of the state of Florida. The Parties agree that the exclusive venue for any lawsuit arising from,
related to,or in connection with this Agreement shall be in the state courts of the Eleventh Judicial
Circuit in and for Miami-Dade County, Florida, the United States District Court for the Southern
District of Florida or United States Bankruptcy Court for the Southern District of Florida, as
appropriate.
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the date first written
above.
•
ATTEST: . -Mkt,
�1 Com•
CITY CLERK r !c.. fie'' CITY OF AVENTURA, FLORIDA
*
•
r
By• A AA ed By: / ran/
Ellisa L. Horvath, MM l0 City Manager
Approved as to form and legality:
By: k-1/6/41
Weiss Serota Helfman Cole & Bierman, P.L.
City Attorney
ATTEST: RENEW FINANCIAL GROUP, LLC
By: I/A.1a-- By:
Print Name: rTMiliG.-VW-C SeGa/T Print Name: Sa..c.14-n Ada,-b24--
Approved as to form and legality:
By: .�
Print Name: �k✓►A C.
EXHIBIT B-2
INDEMNIFICATION AGREEMENT BETWEEN
THE CITY OF AVENTURA,FLORIDA AND
FLORIDA DEVELOPMENT FINANCE CORPORATION,ADMINISTRATOR FOR
THE FLORIDA RESILIENCY AND ENERGY DISTRICT
THIS INDEMNIFICATION AGREEMENT(the "Agreement") is entered into this -
day of -kali_ , 2019 by and between the CITY OF AVENTURA, a Florida municipal
corporation (the "City"), and the FLORIDA DEVELOPMENT FINANCE CORPORATION
("FDFC"),the administrator of the Florida Resiliency and Energy District("FRED"),collectively,
the "Parties."
WHEREAS, the City and FRED have proposed to enter into an agreement to authorize
FRED to operate within the boundaries of the City for the purposes of providing a Property
Assessed Clean Energy(PACE)program; and
WHEREAS, FDFC is the third party administrator for FRED, and FDFC would be
operating on behalf of FRED within the City; and
WHEREAS, FDFC is a Florida public body, corporate and politic, authorized by Chapter
288, Part X, Florida Statutes; and
WHEREAS, FDFC has agreed to provide the City with a separate indemnification
agreement for the benefit of the City.
NOW, THEREFORE,the City and FDFC hereby enter into the following Agreement:
1. The foregoing recitals are incorporated into this Agreement and approved.
2. FDFC shall indemnify and hold harmless the City and its officers, employees, agents and
instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs
of defense, which the City or its officers, employees, agents or instrumentalities may incur as a
result of claims, demands, suits,causes of actions or proceedings of any kind or nature arising out
of, relating to or resulting from the performance of this Agreement by FDFC or its employees,
agents, servants,partners,principals,administrators,subcontractors,or agents,provided however,
that FDFC shall have no obligation to indemnify or hold harmless the City for claims, demands,
suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting
from the gross negligence or willful misconduct of the City or its employees, agents, servants,
partners,principals,administrators,subcontractors,or agents. FDFC shall pay all claims and losses
in connection therewith and shall investigate and defend all claims, suits or actions of any kind or
nature in the name of the City, where applicable, including appellate proceedings, and shall pay
all costs,judgments, and attorney's fees which may issue thereon. FDFC expressly understands
and agrees that any insurance protection shall in no way limit the responsibility to indemnify,keep
EXHIBIT B-2
and save harmless and defend the City or its officers, employees, agents and instrumentalities as
herein provided.
3. This Agreement shall be interpreted and construed in accordance with and governed by the
laws of the state of Florida.The Parties agree that the exclusive venue for any lawsuit arising from,
related to,or in connection with this Agreement shall be in the state courts of the Eleventh Judicial
Circuit in and for Miami-Dade County, Florida, the United States District Court for the Southern
District of Florida or United States Bankruptcy Court for the Southern District of Florida, as
appropriate.
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the date first written
above.
ATTEST: 'f1g''���•
CITY CLERK
($4, fy, -= CITY OF AVENTIJRA, FLORIDA
By: v�'�a :. By: /
Ellisa L. Horvath, MM 66 City anager
Approved as to form and legalit :
By: /) " \
Weiss erota Helfman Cole& Bierman, P.L.
City Attorney
ATTEST: FLORIDA DEV 1 OPMENT
FINANCE CO' ' u RATION
B • ,, ( _; By:
ri ame: WINE Print Name: WRArt r‘ C. eilliC14 t
Approved as o form and legality:
/oh
ra, Agell
Prtn"'a 4. . :
i
I
EXHIBIT B-2
and save harmless and defend the City or its officers, employees, agents and instrumentalities as
herein provided.
3. This Agreement shall be interpreted and construed in accordance with and governed by the
laws of the state of Florida.The Parties agree that the exclusive venue for any lawsuit arising from,
related to,or in connection with this Agreement shall be in the state courts of the Eleventh Judicial
Circuit in and for Miami-Dade County, Florida, the United States District Court for the Southern
District of Florida or United States Bankruptcy Court for the Southern District of Florida, as
appropriate.
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the date first written
above.
ATTEST:
CITY CLERK CITY OF AVENTURA, FLORIDA
By: By:
Ellisa L. Horvath, MMC City Manager
Approved as to form and legality:
By:
Weiss Serota Helfman Cole & Bierman, P.L.
City Attorney
ATTEST: FLORIDA DEV I OPMENT
FINANCE CO ' ►RATION
y:
P ri ame: �i`r�aw Print Name: Vsli.dl/' C. 4- 3dicbsi ,
r
Approved as o form and legality:
401148"
: I rg%A/lir
Prin :111 L'4
EXHIBIT C-2
INDEMNIFICATION AGREEMENT BETWEEN
THE CITY OF AVENTURA, FLORIDA AND
COUNTERPOINTE ENERGY SOLUTIONS (FL) LLC,ADMINISTRATOR FOR
THE FLORIDA PACE FUNDING AGENCY
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is entered into this eighth
day of October, 2018 by and between the CITY OF AVENTURA, a Florida municipal
corporation (the "City"), and COUNTERPOINTE ENERGY SOLUTIONS (FL) LLC
("COUNTERPOINTE"), the administrator of the Florida PACE Funding Agency ("Agency"),
collectively,the "Parties."
WHEREAS, the City and the Agency have proposed to enter into an agreement to
authorize the Agency to operate within the boundaries of the City for the purposes of providing a
Property Assessed Clean Energy(PACE) program; and
WHEREAS, COUNTERPOINTE is the third party administrator for the Agency, and
COUNTERPOINTE would be operating on behalf of the Agency within the City; and
WHEREAS, COUNTERPOINTE is a Delaware limited liability company authorized to
transact business in Florida; and
WHEREAS, COUNTERPOINTE has agreed to provide the City with a separate
indemnification agreement for the benefit of the City.
NOW, THEREFORE, the City and COUNTERPOINTE hereby enter into the following
Agreement:
1. The foregoing recitals are incorporated into this Agreement and approved.
2. COUNTERPOINTE shall indemnify and hold harmless the City and its officers,
employees, agents and instrumentalities from any and all liability, losses or damages, including
attorneys' fees and costs of defense, which the City or its officers, employees, agents or
instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings
of any kind or nature arising out of, relating to or resulting from the performance of this
Agreement by COUNTERPOINTE or its employees, agents, servants, partners, principals,
administrators, subcontractors, or agents. COUNTERPOINTE shall pay all claims and losses in
connection therewith and shall investigate and defend all claims, suits or actions of any kind or
nature in the name of the City, where applicable, including appellate proceedings, and shall pay
all costs,judgments, and attorney's fees which may issue thereon. COUNTERPOINTE expressly
understands and agrees that any insurance protection shall in no way limit the responsibility to
indemnify, keep and save harmless and defend the City or its officers, employees, agents and
instrumentalities as herein provided.
EXHIBIT C-2
3. This Agreement shall be interpreted and construed in accordance with and governed by
the laws of the state of Florida. The Parties agree that the exclusive venue for any lawsuit arising
from, related to, or in connection with this Agreement shall be in the state courts of the Eleventh
Judicial Circuit in and for Miami-Dade County, Florida, the United States District Court for the
Southern District of Florida or United States Bankruptcy Court for the Southern District of
Florida, as appropriate.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
ATTEST: / F A4't
CITY CLERK v CITY OF AVENTURA,FLORIDA
•
D � -
By:cs` `Ii.% ., _ By: i-tA- 6--Ztvf------
Ellisa L. Horvath, MMC J City Manager
Approved as to form and legality:
By:
Weiss Serota Helfman Cole & Bierman, P.L.
City Attorney
ATTEST: COUNTERPOINTE ENERGY
SOLUTIONS F ) LLC
AIM
By: By: Air
Print Name: M o n;ra Print Name: • ; r a r i' _r
EXHIBIT D-2
INDEMNIFICATION AGREEMENT BETWEEN
THE CITY OF AVENTURA, FLORIDA AND
YGRENE ENERGY FUND FLORIDA LLC,
THIRD PARTY ADMINISTRATOR FOR THE
GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY (PACE) DISTRICT
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is entered into this o1�
day of January,2019 by and between the CITY OF AVENTURA,a Florida municipal corporation
(the "City"), and YGRENE ENERGY FUND FLORIDA LLC, ("YGRENE") the third party
administrator of the Green Corridor Property Assessment Clean Energy (PACE) District (the
"District"), collectively, the "Parties."
WHEREAS,the City and the District have proposed to enter into an agreement to authorize
the District to operate within the boundaries of the City for the purposes of providing a Property
Assessed Clean Energy (PACE) program; and
WHEREAS, YGRENE is the third party administrator for the District, and YGRENE
would be operating on behalf of the District within the City; and
WHEREAS, YGRENE is a Florida limited liability corporation; and
WHEREAS, YGRENE has agreed to provide the City with a separate indemnification
agreement for the benefit of the City.
NOW, THEREFORE, the City and YGRENE hereby enter into the following Agreement:
1. The foregoing recitals are incorporated into this Agreement and approved.
2. YGRENE shall indemnify and hold harmless the City and its officers, employees, agents
and instrumentalities from any and all liability, losses or damages, including attorneys' fees and
costs of defense, which the City or its officers, employees, agents or instrumentalities may incur
as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising
out of, relating to or resulting from the performance of this Agreement by YGRENE or its
employees, agents, servants, partners, principals, administrators, subcontractors, or agents.
YGRENE shall pay all claims and losses in connection therewith and shall investigate and defend
all claims,suits or actions of any kind or nature in the name of the City,where applicable,including
appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue
thereon. YGRENE expressly understands and agrees that any insurance protection shall in no way
limit the responsibility to indemnify, keep and save harmless and defend the City or its officers,
employees, agents and instrumentalities as herein provided.
3. This Agreement shall be interpreted and construed in accordance with and governed by the
laws of the state of Florida. The Parties agree that the exclusive venue for any lawsuit arising from,
EXHIBIT D-2
related to,or in connection with this Agreement shall be in the state courts of the Eleventh Judicial
Circuit in and for Miami-Dade County, Florida, the United States District Court for the Southern
District of Florida or United States Bankruptcy Court for the Southern District of Florida, as
appropriate.
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the date first written
above.
ATTEST: -c--vi:--
,--0, r��Fx�\
1
CITY CLERK =j > CITY OF AVENTURA, FLORIDA
By: c---- � . AM01.— By:
',44KA(..,erP6 4,44Le,- .y
Ellisa L. Horvath, MMC 49 City Manager
Approved as to form and legality:
By: '\i's..--i -nr.\
Weiss Serota Helfman Cole & Bierman, P.L.
City Attorney
ATTEST: YGRENE ENERGY FUND FLORIDA LLC
L -r
Y
B : By: / /
� ofxrdLe„.,.‹,
Print N e: Jenm er Capuano, Paralegal Print Name: Rocc!/ abiano President
Approved as to form and legality:
I
By: ' % 9 fi
Print Name: Scott Cadieux, Reg ,to -d In-House Counsel